Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above 4 or tax withholding obligations related to payRestricted Stock Units otherwise are due, Borrower (if Borrower is Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory Restricted Stock Units will be returned to the other affected parties of such deduction, withholding or payment and of the remittance thereof Company at no cost to the relevant taxing or other authorityCompany.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting of the Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the 4 or tax withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory obligations related to the other affected parties of applicable Shares otherwise are due, Participant will permanently forfeit such deduction, withholding or payment Shares and of the remittance thereof Shares will be returned to the relevant taxing or other authorityCompany at no cost to the Company.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law As a condition precedent to make any deduction or withholding on account the delivery to Grantee of any Indemnified Taxes Shares upon vesting of the Performance Share Units, Grantee shall, upon request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or Other Taxes other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Performance Share Units. If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any sum paid amount then or thereafter payable by any Credit Party the Company to any Agent Grantee or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the Credit Documentsfollowing means: (ia) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of ita cash payment to the Company; (iib) delivery to the applicable withholding agent shall make such deduction Company (either actual delivery or withholding and pay such Indemnified Taxes or Other Taxes before by attestation procedures established by the Company) of previously owned whole Shares having a Fair Market Value, determined as of the date on which penalties attach theretothe obligation to withhold or pay taxes first arises in connection with the Performance Share Units (the “Tax Date”), such payment equal to the Required Tax Payments; (c) authorizing the Company to withhold from the Shares otherwise to be made (if delivered to Grantee upon the liability vesting of the Performance Share Units, a number of whole Shares having a Fair Market Value, determined as of the Tax Date, equal to pay is imposed on any Credit Party) for its own account the Required Tax Payments; or (if that liability is imposed on Administrative Agent d) any combination of (a), (b) and (c). Shares to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required an obligation shall be increased to disregarded and the extent necessary to ensure that, after remaining amount due shall be paid in cash by Grantee. No Shares shall be delivered until the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would Required Tax Payments have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authoritysatisfied in full.

Withholding of Taxes. If You acknowledge that you are responsible to pay any Credit Party and all applicable tax obligations, including withholding and other taxes, which may be due as a result of receipt of this Award, the vesting and payout of the PSUs that you receive under this Award or your eligibility for retirement in accordance with the terms of the Retirement Policy. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the PSUs; (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding agent is required by law to make any deduction or withholding on account rates, including applicable maximum rates, in which case you will receive a refund of any Indemnified Taxes or Other Taxes from any sum paid or payable over-withheld amount in cash and will have no entitlement to the common share equivalent. If the obligation for taxes is satisfied by any Credit Party the repurchase of Shares, you are deemed to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes have been issued the full number of this Section 2.20) under any Shares subject to the vested PSU, notwithstanding that a number of the Credit Documents: (i) Borrower shall notify Administrative Agent Shares are repurchased by the Company solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any such requirement relevant taxable or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable tax withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lenderevent, as applicable, you acknowledge that the case Company may be) on behalf of and be required to withhold or account for tax liability in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authoritymore than one jurisdiction.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Note Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Note Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) Purchaser under any of the Credit Note Documents: (i) Borrower Company shall notify Administrative Agent Purchasers of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable Company or any other Person (acting as a withholding agent agent) shall make pay or cause to be paid any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Note Party) for its own account or (if that liability is imposed on Administrative Agent or such LenderPurchaser, as the case may be) on behalf of and in the name of Administrative Agent or such LenderPurchaser; (iii) unless otherwise provided in this Section 2.19 the sum payable by the Credit such Note Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding such Taxes or payment applicable Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.202.19), Administrative Agent or such LenderPurchaser, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which Tax that it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent such Purchaser evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, with respect to any U.S. federal withholding tax, no such additional amount shall be required to be paid to any Purchaser under clause (iii) above except to the extent that any change after the date hereof (in the case of each Purchaser listed on the signature pages hereof on the Closing Date) or after the effective date of the Transfer Agreement pursuant to which such Purchaser became a Purchaser (in the case of each other Purchaser)in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Transfer Agreement, as the case may be, in respect of payments to such Purchaser; provided that additional amounts shall be payable to a Purchaser to the extent that such Purchaser’s transferor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and the Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Loan Documents: (i) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, that, with respect to any Tax imposed, levied, collected, withheld or assessed by or pursuant to the laws of the United States of America or any political subdivision thereof or therein, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.23) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Party or any other applicable Person acting as a withholding agent is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall be entitled to make any such deduction or withholding and pay shall timely pay, or cause to be paid, the full amount of any such Indemnified Taxes Tax deducted or Other Taxes withheld to the relevant Governmental Authority in accordance with applicable law before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) unless otherwise provided in this Section 2.20, the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.20Section), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority; provided, Borrower shall not be required to pay any additional amounts to any Lender under clause (iii) above with respect to any Excluded Taxes of any Lender.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the applicable Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as practicable after the applicable Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) in the case of any Indemnified Tax, the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductiondeductions, withholding withholdings or payment applicable to payments on additional amounts payable under this Section 2.20section), each Lender (or, in the case of a payment made to the Administrative Agent or such Lenderfor its own account, the Administrative Agent), as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any Loan Party has paid any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it any Loan Party is required by clause (ii) above to pay, the Parent Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityauthority (or if such evidence is not available within thirty days, as soon as practicable thereafter); provided, (i) that the Swiss Subsidiary Borrower shall not be required to comply with the gross up obligation provided for in this Section 3.01 with respect to Swiss Withholding Taxes and in respect of a specific Lender or participant caused by it breaching the Swiss Withholding Tax Rules as a direct result of (x) the failure by such specific Lender to satisfy the Ten Non-Bank Rule as of the Original Closing Date or (y) such specific Lender breaching its representation as to its status pursuant to Section 9.10 of the Original Credit Agreement or Section 9.13 or the failure by such specific Lender or participant to comply with the requirements and limitations for assignments, transfers, and sub-participations (and other obligations) under Section 10.6 of the Original Credit Agreement or Section 10.07 (for the avoidance of doubt, the Swiss Subsidiary Borrower shall be required to comply with the gross-up obligation provided for in this Section 3.01 in respect of all Lenders or participants that have complied with their obligations under all provisions referred to under the foregoing parts of this Section 3.01(b)), and (ii) with respect to Loans to the Parent Borrower or the Japanese Subsidiary Borrower, no additional amount shall be required to be paid under this Section 3.01 with respect to U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes (with respect to Loans to the Japanese Subsidiary Borrower only) to any Lender (other than a Lender that becomes a Lender pursuant to Section 3.07 of this Agreement or Section 2.22 of the Original Credit Agreement) except to the extent that any change after the Original Closing Date (in the case of each Lender listed on the signature pages to the Original Credit Agreement on the Original Closing Date) or after the effective date of the Assignment and Assumption or the Amendment (as applicable) pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment in respect of U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Original Closing Date or at the date of such Assignment and Assumption or the Amendment, as the case may be, in respect of payments to such Lender; provided further that additional amounts with respect to U.S. federal withholding or other U.S. federal income taxes shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts immediately prior to the assignment or such Lender was entitled to receive additional amounts immediately prior to a change in lending office (any U.S. federal income or withholding taxes or Japanese national income or withholding taxes excluded pursuant to the foregoing provisos being “Excluded Taxes”).

Withholding of Taxes. If any Credit Party or any other applicable withholding agent the Administrative Agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Specified Tax from any sum paid or payable by any Credit Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Credit Party or the Administrative Agent, as the case may be, shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, deduction or withholding or payment (including any deduction, deduction or withholding or payment of Specified Taxes applicable to additional amounts sums payable under this Section 2.202.16), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to paydeduct or withhold, the Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount under clause (iii) above shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.19) except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date), or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender), in any such requirement for a deduction or withholding as is mentioned therein shall result in an increase in the rate of such deduction or withholding from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided further that a Lender that shall have become a Lender pursuant to an Assignment Agreement shall be entitled to receive only such additional amounts as such Lender’s assignor would have been entitled to receive pursuant to this Section 2.16(b). For purposes of this Agreement, FATCA shall be deemed to be in effect as of the date of this Agreement.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower practicable after Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting of the Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the 4 or tax withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory obligations related to the other affected parties of applicable Shares otherwise are due, Participant will permanently forfeit such deduction, withholding or payment Shares and of the remittance thereof Shares will be returned to the relevant taxing or other authorityCompany at no cost to the Company.

Withholding of Taxes. If any a Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party in respect of interest paid or payable by the Borrower to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the Borrower shall notify the Administrative Agent as soon as practicable of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the sum payable by the any Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days (or as soon as practicable thereafter) after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days (or as soon as practicable thereafter) after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall use commercially reasonable efforts to deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above (and in the case of any payment required under clause (ii) above, such payment shall be treated as a payment under the Credit Documents to the Borrower, the Administrative Agent or the Lender(s) as the case may be) except to the extent that any change after the date hereof in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Note Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Note Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) Purchaser under any of the Credit Note Documents: (i) Borrower Company shall notify Administrative Agent Purchasers of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable Company or any other Person (acting as a withholding agent agent) shall make pay or cause to be paid any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Note Party) for its own account or (if that liability is imposed on Administrative Agent or such LenderPurchaser, as the case may be) on behalf of and in the name of Administrative Agent or such LenderPurchaser; (iii) unless otherwise provided in this Section 2.19 (other than a Tax on the “overall net income” of any Purchaser) the sum payable by the Credit such Note Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, such withholding Taxes or payment applicable Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.202.19), Administrative Agent or such LenderPurchaser, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which such Tax that it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent such Purchaser evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, with respect to any U.S. federal withholding tax (including any withholding tax imposed under FATCA), no such additional amount shall be required to be paid to any Purchaser under clause (iii) above except to the extent that any change after the date hereof (in the case of each Purchaser listed on the signature pages hereof on the Closing Date) or after the effective date of the Transfer Agreement pursuant to which such Purchaser became a Purchaser (in the case of each other Purchaser) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Transfer Agreement, as the case may be, in respect of payments to such Purchaser; provided that additional amounts shall be payable to a Purchaser to the extent that such Purchaser’s transferor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by or on behalf of any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and the Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Loan Documents: (i) the Borrower Representative shall notify the Administrative Agent and, if applicable the Revolving Administrative Agent, of any such requirement or any change in any such requirement as soon as the Borrower Representative becomes aware of it; (ii) the applicable withholding agent Borrower shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent, the Revolving Administrative Agent or such Lender) on behalf of and in the name of the Administrative Agent, the Revolving Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that any deduction, withholding or payment (including any deduction, withholding or payment applicable on such increased amount) with respect to additional amounts payable under this Section 2.20)any Indemnified Tax, the Administrative Agent, the Revolving Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) Representative shall deliver to the Administrative Agent and, if applicable the Revolving Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If any Credit Party Company or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Company to an Affected Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Paying Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) Company shall, or shall instruct the applicable withholding agent shall Paying Agent in writing to, make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit PartyCompany) for its own account or (if that liability is imposed on Administrative Paying Agent or such LenderAffected Party, as the case may be) on behalf of and in the name of Administrative Paying Agent or such LenderAffected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by the Credit Party Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including and any deduction, withholding or payment applicable to withholdings imposed on additional amounts payable under this Section 2.20paragraph), Administrative Agent or such Lender, as the case may be, Affected Party receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties Affected Parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority. Each party hereto agrees that the Paying Agent and Company have the right to withhold on payments (without any corresponding gross-up) where a party fails to comply with the documentation requirements set forth in Section 2.16(d). Upon request from the Paying Agent, the Company will provide such additional information that it may have to assist the Paying Agent in making any withholdings pursuant to the Company’s written instruction.

Withholding of Taxes. If any Credit Party When Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Affiliate) will withhold a portion of the Shares that has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable withholding agent is taxes that are required to be withheld by law to make any deduction the Company or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender the employing Affiliate, (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (iib) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach theretoEmployee’s and, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after required by the making of that deduction, withholding Company (or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20the employing Affiliate), Administrative Agent the Company’s (or such Lenderthe employing Affiliate’s) fringe benefit tax liability, as if any, associated with the case may begrant, receives on vesting, or sale of the due date a net sum equal to what it would have received had no such deductionRestricted Stock Units awarded and the Shares issued thereunder, withholding or payment been required or made; and (ivc) within thirty days after paying all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any sum from which it is required by law value of the Shares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any deduction or withholdingTax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and within thirty days after until satisfactory arrangements (as determined by the due date of Company) have been made by the Employee with respect to the payment of any Indemnified Taxes Tax Obligations that the Company determines must be withheld or Other Taxes which it is required collected with respect to such Shares. In addition and to the maximum extent permitted by clause law, the Company (iior the employing Affiliate) above has the right to payretain without notice from salary or other amounts payable to the Employee, Borrower (if Borrower is cash having a sufficient value to satisfy any Tax Obligations that the Company determines cannot be satisfied through the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory of otherwise deliverable Shares or that are due prior to the other affected parties issuance of such deduction, withholding or Shares under the Restricted Stock Units award. All Tax Obligations related to the Restricted Stock Units award and any Shares delivered in payment and thereof are the sole responsibility of the remittance thereof to Employee. Further, Employee shall be bound by any additional withholding requirements included in the relevant taxing or other authorityNotice of Grant of this Agreement.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Borrowers shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its their own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Borrowers shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the Closing Date (in the case of each Lender listed on the signature pages of the Original Credit Agreement on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Closing Date or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender, provided, however, that Borrowers shall not be required to increase any such amounts payable to any Lender pursuant to clause (iii) of this Section 2.20(b), that are (A) attributable to such Lender’s failure to comply with the requirements of paragraph (c) of this Section 2.20 or (B) United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from Borrowers with respect to such amounts pursuant to clause (iii) of this Section 2.20(b).

Withholding of Taxes. If any Credit Note Party or any other applicable withholding agent Person is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Note Documents: (i) Borrower the Issuer shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower the Issuer becomes aware of it; (ii) the applicable withholding agent Issuer shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Note Party) for its own account or (if that the liability is imposed on the Administrative Agent or such Lenderany Holder, as the case may be) on behalf of and in the name of the Administrative Agent or such LenderHolder; (iii) the sum payable by the Credit such Note Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure thatthat after any such deduction or withholding, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such LenderHolder, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or maderequired; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Issuer shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Holder under clause (iii) above to the extent such Tax withholding or deduction requirement (1) is in effect and applicable, as of the Closing Date (in the case of each Holder listed on the signature pages hereof on the Closing Date) or on the effective date of the Assignment Agreement pursuant to which such Holder became a Holder (in the case of each other Holder), except to the extent that, pursuant to Section 2.14, amounts with respect to such Taxes were payable to such Holder’s assignor (including each of their Tax Related Persons) immediately before such Holder becomes a party hereto, (2) is imposed on a payment under the Note Documents to any Holder as a result of such Holder or its Tax Related Person becoming a “10% shareholder” of Issuer under Section 871(h) or 881(c) of the Internal Revenue Code in connection with such Holder or its Tax Related Person’s receipt of the Warrants; and (3) relates to any U.S. federal withholding Tax imposed under FATCA. If the Administrative Agent determines that it or any Note Party or any other Person is required by law to make any deduction or withholding for or on account of any Tax from any sum paid or payable under any of the Note Documents, and Issuer does not deduct or withhold such amounts in accordance with this Section 2.14(b), then the Administrative Agent may deduct or withhold such amounts and pay the same to the applicable Governmental Authority, and such amounts shall, subject to the limitations set forth in this Section 2.14(b), be promptly thereafter paid by Issuer to the Administrative Agent for the ratable benefit of the Holders.

Withholding of Taxes. If The Company shall have the authority and the right to deduct or withhold from an amount paid in cash, or require the Holder to remit to the Company, an amount paid in cash sufficient to satisfy any Credit Party applicable federal, state, local and foreign taxes (including the Holder’s FICA, employment tax or other social security contribution obligation or any other applicable withholding agent is employer’s national insurance contributions) required by law to make be withheld with respect to any deduction taxable event concerning a Holder arising as a result of the Plan or withholding on account this Agreement. The Committee, in its sole discretion, may require payment by the Holder of any Indemnified Taxes or Other Taxes from any an amount that is equal to the sum paid or payable of all employment and other taxes, insurance premiums and other amounts imposed by any Credit Party and all applicable tax authorities on the Company or any Subsidiary or Affiliate with respect to any Agent amounts payable to, or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any earned by, such Holder in respect of the Credit Documents: Option granted hereunder. The Committee, in its sole discretion and in satisfaction of the foregoing requirement, may (i) Borrower shall notify Administrative Agent repurchase or allow the Holder to elect to have the Company repurchase Shares otherwise issuable upon exercise of any such requirement the Option or any change in any such requirement as soon as Borrower becomes aware of it; (ii) cause the sale of a sufficient number of Shares on behalf of the Holder to realize sale proceeds equivalent to the applicable withholding agent tax liabilities and remit such amount to or at the direction of the Holder’s employer or the Committee in satisfaction of such tax liabilities. Unless otherwise determined by the Committee, the number of Shares which may be so repurchased or sold on behalf of the Holder shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before be limited to the number of Shares which have a fair market value on the date on which penalties attach thereto, such payment to be made of repurchase or sale (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure thatpay the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, after the making of state, local and foreign income tax and payroll tax purposes that deduction, withholding or payment (including any deduction, withholding or payment are applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as supplemental taxable income. The Committee shall determine the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and fair market value of the remittance thereof Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option involving the sale of Shares to pay the relevant taxing Option exercise price or other authorityany tax withholding obligation.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by or on behalf of any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and the Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Loan Documents: (i) Borrower the applicable Loan Party shall notify the Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Borrower the applicable Loan Party becomes aware of it; (ii) the applicable withholding agent Borrower shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or mademade (after taking into account any additional deduction, withholding or payment of any Indemnified Taxes on such increased payment); and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) applicable Loan Party shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent and other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If Upon the lapse of the restrictions and the issuance of Shares with respect to any Credit Party portion of this Award, the Grantee may be required to pay to the Company and the Company shall have the right and is hereby authorized to withhold from the Award, from any payment due or transfer made under the Award or under the Plan, or from any compensation or other amount owing to the Grantee the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party other tax-related obligations in respect of which the relevant deductionAward, any transaction involving the Award, or any payment or transfer under the Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. Without limiting the generality of the authorization described above, the Committee may in its discretion permit the Grantee to satisfy or arrange to satisfy, in whole or in part, the tax obligations incident to the Award by: (a) electing to have Holdings withhold Shares or other property otherwise deliverable to the Grantee pursuant to the Award (provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy required federal, state local and foreign withholding obligations using the minimum statutory withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that are applicable to supplemental wage income) and/or (b) tendering to Holdings Shares owned by the Grantee (or by the Grantee and his or her spouse jointly) and purchased or held for the requisite period of time as may be required to avoid Holding’s or the Affiliates’ incurring an adverse accounting charge, based, in each case, on the Fair Market Value of the Shares on the payment is required date as determined by the Committee. All such elections shall be increased to irrevocable, made in writing, signed by the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingGrantee, and within thirty days after shall be subject to any restrictions or limitations that the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to payCommittee, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deductionin its sole discretion, withholding or payment and of the remittance thereof to the relevant taxing or other authoritydeems appropriate.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement or Term Loan Joinder Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Term Loan Joinder Agreement or Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender Bank (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) each Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as each Borrower becomes aware of it; (ii) each Borrower shall pay to the applicable withholding agent shall make appropriate taxing or other authority any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such LenderBank, as the case may be) on behalf of and in the name of Administrative Agent or such LenderBank; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment payment, (including any deductiondeductions, withholding withholdings or payment payments applicable to additional amounts sums payable under this Section 2.202.20(b), ) Administrative Agent or such LenderBank, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, each Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority. Each Borrower shall indemnify the Administrative Agent, each Bank and the Issuing Bank, within 10 days after written demand therefor, which demand shall identify in reasonable detail the nature and amount of such Taxes (and provide such other evidence thereof as has been received by the Administrative Agent, such Bank or such Issuing Bank, as the case may be), for the full amount of any Taxes paid by the Administrative Agent, such Bank or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of such Borrower hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Bank or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Bank or the Issuing Bank, shall be conclusive absent manifest error.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above 4 or Tax-Related Items related to payPerformance Share Units otherwise are due, Borrower (if Borrower is Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory Performance Share Units will be returned to the other affected parties of such deduction, withholding or payment and of the remittance thereof Company at no cost to the relevant taxing or other authorityCompany.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.19(b)) under any of the Credit Documents: (i) Borrower Representative shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Representative becomes aware of it; (ii) the applicable withholding agent Borrower Representative shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Representative shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement in respect of payments to such Lender.

Withholding of Taxes. If Notwithstanding any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes contrary provision of this Section 2.20Award Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Administrator) under any will have been made by the Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Credit Documents: Restricted Stock Units, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (ithe “Employer”) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or to satisfy all withholding and pay such Indemnified Taxes or Other Taxes before payment obligations of the date on which penalties attach theretoCompany and/or the Employer. In this regard, such payment the Participant authorizes the Company and/or the Employer to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum withhold all applicable tax withholding obligations legally payable by the Credit Party in respect of which the relevant deduction, withholding Participant from his or payment is required shall be increased her wages or other cash compensation paid to the extent necessary Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to ensure thatsuch procedures as it may specify from time to time, after may permit or require the making Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of that deduction, withholding or payment (including any deduction, withholding or payment applicable such Shares otherwise deliverable to additional amounts payable under this Section 2.20), Administrative Agent or the Participant through such Lender, means as the case Company may be, receives on the due date determine in its sole discretion (whether through a net sum broker or otherwise) equal to what the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it would will have received had no the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to the Participant and, until determined otherwise by the Company, this will be the method by which such deduction, tax withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law obligations are satisfied. If the Participant fails to make any deduction or withholding, and within thirty days after satisfactory arrangements for the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above 4 or tax withholding obligations related to payRestricted Stock Units otherwise are due, Borrower (if Borrower is the withholding agent) shall deliver Participant will permanently forfeit such Restricted Stock Units and any right to Administrative Agent evidence reasonably satisfactory receive Shares thereunder and the Restricted Stock Units will be returned to the other affected parties of such deduction, withholding or payment and of the remittance thereof Company at no cost to the relevant taxing or other authorityCompany.

Withholding of Taxes. If any Credit Note Party or any other applicable withholding agent the Agent is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Note Documents: (i) Borrower the Issuer shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as Borrower the Issuer becomes aware of it; (ii) the applicable withholding agent Issuer or the Agent shall be entitled to make such deduction or withholding and shall pay (or cause to be paid) any such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if such Tax is an Indemnified Tax, the sum payable by the Credit such Note Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure thatthat after any such deduction or withholding of Indemnified Tax, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such LenderHolder, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or maderequired; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Issuer shall deliver to Administrative the Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Holder or the Agent under clause (iii) above for, (A) in the case of a Holder, any U.S. federal withholding Tax in effect and applicable (1) as of the date hereof (in the case of each Holder listed on the signature pages hereof on the Closing Date) or, in the case of a Tax Related Person, the date the Tax Related Person becomes a beneficiary of any Equity Interests in the applicable Holder, (2) on the effective date of the Assignment Agreement pursuant to which such Holder became a Holder (in the case of each other Holder), or (3) on the date the Holder changes its Applicable Office, except in each case to the extent that, pursuant to this Section 2.14, amounts with respect to such U.S. federal withholding Taxes were payable to such Holder’s assignor (including each of their Tax Related Persons) immediately before such Holder becomes a party hereto or such Holder immediately before such Holder changed its Applicable Office, (B) any Tax on the Overall Net Income of the Holder or its Tax Related Persons, (C) any U.S. federal withholding Tax imposed under FATCA or (D) any Tax attributable to the Holder’s or the Agent’s failure to comply with Section 2.14(e) (all such amounts described in (A), (B), (C) and (D), “Excluded Taxes”).

Withholding of Taxes. If any Credit Note Party or any other applicable withholding agent the Agent is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Note Documents: (i) Borrower the Issuer shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as Borrower the Issuer becomes aware of it; (ii) the applicable withholding agent Issuer or the Agent shall be entitled to make such deduction or withholding and shall pay (or cause to be paid) any such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if such Tax is an indemnified Tax, the sum payable by the Credit such Note Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure thatthat after any such deduction or withholding of Indemnified Tax, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such LenderHolder, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or made; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Issuer shall deliver to Administrative the Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, that for the avoidance of doubt, no such additional amount shall be required to be paid to any Holder or Agent under clause (iii) above for, and Indemnified Taxes shall not include, any of the following Taxes, (A)any U.S. federal withholding Tax in effect and applicable as of the date hereof (in the case of each Holder listed on the signature pages hereof on the Effective Date) or on the effective date of the Assignment Agreement pursuant to which such Holder became a Holder (in the case of each other Holder) or on the date the Holder changes its Applicable Office, except to the extent that, pursuant to Section 5.03, amounts with respect to such U.S. federal withholding Taxes were payable (1) to such Holder’s assignor (including each of their Tax Related Persons) immediately before such Holder becomes a party hereto or (2) such Holder immediately before such Holder changed its Applicable, (B) any Tax on the Overall Net Income of the Holder or its Tax Related Persons, (C) any U.S. federal withholding Tax imposed under FATCA or (D) any Tax attributable to the Holder’s failure to comply with Section 5.03(e) (all such amounts described in clause (A), (B), (C) and (D), “Excluded Taxes”).

Withholding of Taxes. If any Credit Loan Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by applicable law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Loan Party to any the Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.13 shall include any Issuing Bank, any Swing Line Lender and any assignee of a Lender, Issuing Bank or Swing Line Lender) under any of the Credit Loan Documents: (i) Borrower the applicable withholding agent (if not the Agent) shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as Borrower such withholding agent becomes aware of it; (ii) the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay any such Indemnified Taxes or Other Taxes before Tax to the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and relevant Governmental Authority in the name of Administrative Agent or such Lenderaccordance with applicable law; (iii) in the case of Indemnified Taxes, the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that such deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative the Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) such Loan Party shall deliver to Administrative the Agent the original or certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment or other evidence reasonably satisfactory to the other affected parties Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent is required by law to make any deduction or withholding for or on account of any Indemnified Taxes Tax or Other Taxes Tax from any sum paid or payable by or on behalf of any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and the Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Loan Documents: (i) Borrower the applicable Loan Party shall notify the Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Borrower the applicable Loan Party becomes aware of it; provided, that for purposes of this Section 2.20 the applicable Loan Party shall be presumed not to be aware of any Change in Law prior to the date on which such Change in Law is published by the applicable Governmental Authority promulgating such Change in Law (or, in the case of a Change In Law that occurs as a result of legislative action, the relevant statute’s date of enactment); (ii) the applicable withholding agent Loan Party shall make such deduction or withholding and pay any such Indemnified Taxes Tax or Other Taxes Tax on or before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lenderrequired by Law; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or mademade (after taking into account any additional deduction, withholding or payment of any Indemnified Taxes or Other Taxes on such increased payment); and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes Tax or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) applicable Loan Party shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Restricted Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes Tax-Related Items hereunder at the time any applicable Restricted Share Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above 4 or Tax-Related Items related to payRestricted Share Units otherwise are due, Borrower (if Borrower is Participant will permanently forfeit such Restricted Share Units and any right to receive Ordinary Shares thereunder and the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory Restricted Share Units will be returned to the other affected parties of such deduction, withholding or payment and of the remittance thereof Company at no cost to the relevant taxing or other authorityCompany.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account When shares of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term Restricted Stock become vested, the Restricted Stock Award recipient shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent pay the Company an amount of any money necessary to satisfy the Company's tax withholding obligations under the Code and applicable state or local law arising from the vesting of such requirement or any change in any such requirement as soon as Borrower becomes aware of it; Restricted Stock or, (ii) elect to receive a reduced number of shares of Common Stock to satisfy the applicable Company's tax withholding agent obligations. At the time a Restricted Stock Award recipient's shares of Restricted Stock become vested, the Company shall make calculate the amount of the Company's tax withholding obligations on the assumption that all such deduction or vested shares of Restricted Stock are made available for delivery. The Restricted Stock Award recipient may pay the Company the amount of the Company's tax withholding obligations by cashier's check drawn on a national banking association and pay such Indemnified Taxes or Other Taxes before payable to the order of the Company in United States dollars. Such payment, if any, shall be delivered to the Company within three days after the date of the lapse of restrictions. If the Restricted Stock Award recipient does not timely pay the Company an amount necessary to satisfy the Company's withholding obligation, he shall be deemed to have elected to have the Company withhold shares of the Restricted stock to satisfy the Company's withholding obligation. In the event that a Restricted Stock Recipient is deemed to have made such an election, the Company shall (i) reduce the number of vested shares of Restricted Stock made available for delivery so that the Fair Market Value of the shares withheld on which penalties attach theretothe vesting date approximates the amount of tax the Company is obliged to withhold and (ii) in lieu of the withheld shares, such payment remit cash to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such LenderUnited States Treasury and other applicable governmental authorities, as the case may be) on behalf of and the Restricted Stock Award recipient, in the name amount of Administrative Agent or such Lender; (iii) the sum withholding tax due. If the Restricted Stock Award recipient is deemed to have elected to receive a reduced number of shares of Common Stock to satisfy the Company's tax withholding obligations, the Company shall withhold only the number of whole shares of Common Stock necessary to satisfy its minimum statutory withholding obligation, which shall be based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to the Restricted Stock Award recipient's taxable income arising from the vesting of his Restricted Stock. If the Fair Market Value of the withheld shares does not equal Company's minimum statutory withholding amount due, the Company shall withhold whole shares with a Fair Market Value slightly less than the minimum statutory withholding amount due. The Restricted Stock Award recipient shall pay to the Company the remaining balance of the minimum statutory withholding amount due by cashier's check drawn on a national banking association and payable to the order of the Company in United States dollars. The withheld shares of Restricted Stock not made available for delivery by the Credit Party in respect of which the relevant deduction, withholding or payment is required Company shall be increased retained as treasury stock or will be canceled and, in either case, the recipient's right, title and interest in such Restricted Stock shall terminate. All references to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under Restricted Stock recipient in this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal 7.3 shall be deemed to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory be references to the other affected parties of such deduction, withholding or payment and estate of the remittance thereof to the relevant taxing or other authorityRestricted Stock recipient, if applicable.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax (other than a Tax on the overall income of the Lender) from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Security Documents: (i) the Borrower shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on Administrative the Agent or such Lender, as the case may be) on behalf of and in the name of Administrative the Agent or such Lender; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment payment, is required shall be increased to the extent necessary to ensure that, after the making of that any such deduction, withholding or payment (including any deductionof all Taxes, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative the Agent or such Lender, as the case may be, receives on the due date a net sum an amount equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to Administrative the Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or and payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment and Acceptance pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in the imposition of or the increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment and Acceptance, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company Representative shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower any Company becomes aware of it; (ii) the applicable withholding agent Companies shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company Representative shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Restatement Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower NewPageCo shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower NewPageCo becomes aware of it; (ii) the applicable withholding agent NewPageCo shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) NewPageCo shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in applicable law (including any change in the interpretation, administration or application of any law or the introduction of any new law) in respect of any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law As a condition precedent to make any deduction or withholding on account the delivery to Grantee of any Indemnified Taxes Shares upon vesting of the Restricted Stock Units or Other Taxes the payment of any cash pursuant to Section 9 hereof, Grantee shall, upon request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Restricted Stock Units and any such cash payments. If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any sum paid amount then or thereafter payable by any Credit Party the Company to any Agent Grantee or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments with respect to Restricted Stock Units by any of the Credit Documentsfollowing means: (ia) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of ita cash payment to the Company; (iib) delivery to the applicable withholding agent shall make such deduction Company (either actual delivery or withholding and pay such Indemnified Taxes or Other Taxes before by attestation procedures established by the Company) of previously owned whole Shares having a Fair Market Value, determined as of the date on which penalties attach theretothe obligation to withhold or pay taxes first arises in connection with the Restricted Stock Units (the “Tax Date”), such payment equal to the Required Tax Payments; (c) authorizing the Company to withhold from the Shares otherwise to be made (if delivered to Grantee upon the liability vesting of the Restricted Stock Units, a number of whole Shares having a Fair Market Value, determined as of the Tax Date, equal to pay is imposed on any Credit Party) for its own account the Required Tax Payments; or (if that liability is imposed on Administrative Agent d) any combination of (a), (b) and (c). Shares to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required an obligation shall be increased disregarded and the remaining amount due shall be paid in cash by Grantee. No Shares shall be delivered until the Required Tax Payments have been satisfied in full. For any cash payments made pursuant to Section 9 hereof, the extent necessary to ensure that, after Company shall withhold from such cash payments the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityRequired Tax Payments.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.19(b)) under any of the Credit Loan Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deductiondeduction (including deductions applicable to additional sums payable under this Section), withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty 30 days after paying any sum from which that it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change (other than a change resulting in the imposition of an Excluded FATCA Tax other than any such change resulting from a legislative amendment to Sections 1471 through 1474 of the Code) after the date hereof (in the case of each Lender party hereto on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof (in the case of each Lender party hereto on the Closing Date) or at the date of such Assignment Agreement (in the case of each other Lender), as the case may be, in respect of payments to such Lender provided, further, that, notwithstanding the foregoing, in the case of any change in any requirement for a deduction, withholding or payment as is mentioned in clause (iii) above that resulted in an increase in the rate of such deduction, withholding or payment applicable to Lenders holding in excess of 50% of the aggregate Term Loan Exposure and Revolving Loan Exposure at such time, then to the extent any Person that was a Lender on the effective date of an Assignment Agreement was entitled to receive increased amounts from any Loan Party under clause (iii) above on the effective date of such Assignment Agreement by such Person to any other Lender, such other Lender shall be entitled to increased amounts under clause (iii) above.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account When shares of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term Restricted Stock become vested, the Restricted Stock Award recipient shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent pay the Company an amount of any money necessary to satisfy the Company's tax withholding obligations under the Code and applicable state or local law arising from the vesting of such requirement or any change in any such requirement as soon as Borrower becomes aware of it; Restricted Stock or, (ii) elect to receive a reduced number of shares of Common Stock to satisfy the applicable Company's tax withholding agent obligations. At the time a Restricted Stock Award recipient's shares of Restricted Stock become vested, the Company shall make calculate the amount of the Company's tax withholding obligations on the assumption that all such deduction or vested shares of Restricted Stock are made available for delivery. The Restricted Stock Award recipient may pay the Company the amount of the Company's tax withholding obligations by cashier's check drawn on a national banking association and pay such Indemnified Taxes or Other Taxes before payable to the order of the Company in United States dollars. Such payment, if any, shall be delivered to the Company within three days after the date of the lapse of restrictions. If the Restricted Stock Award recipient does not timely pay the Company an amount necessary to satisfy the Company's withholding obligation, he shall be deemed to have elected to have the Company withhold shares of the Restricted stock to satisfy the Company's withholding obligation. In the event that a Restricted Stock Recipient is deemed to have made such an election, the Company shall (i) reduce the number of vested shares of Restricted Stock made available for delivery so that the Fair Market Value of the shares withheld on which penalties attach theretothe vesting date approximates the amount of tax the Company is obliged to withhold and (ii) in lieu of the withheld shares, such payment remit cash to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such LenderUnited States Treasury and other applicable governmental authorities, as the case may be) on behalf of and the Restricted Stock Award recipient, in the name amount of Administrative Agent or such Lender; (iii) the sum withholding tax due. If the Restricted Stock Award recipient is deemed to have elected to receive a reduced number of shares of Common Stock to satisfy the Company's tax withholding obligations, the Company shall withhold only the number of whole shares of Common Stock necessary to satisfy its minimum statutory withholding obligation, which shall be based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to the Restricted Stock Award recipient's taxable income arising from the vesting of his Restricted Stock. If the Fair Market Value of the withheld shares does not equal Company's minimum statutory withholding amount due, the Company shall withhold whole shares with a Fair Market Value slightly less than the minimum statutory withholding amount due. The Restricted Stock Award recipient shall pay to the Company the remaining balance of the minimum statutory withholding amount due by cashier's check drawn on a national banking association and payable to the order of the Company in United States dollars. The withheld shares of Restricted Stock not made available for delivery by the Credit Party in respect of which the relevant deduction, withholding or payment is required Company shall be increased retained as treasury stock or will be canceled and, in either case, the recipient's right, title and interest in such Restricted Stock shall terminate. All references to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under Restricted Stock recipient in this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal 8.E shall be deemed to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory be references to the other affected parties of such deduction, withholding or payment and estate of the remittance thereof to the relevant taxing or other authorityRestricted Stock recipient, if applicable.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Administrative Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as reasonably practicable after the relevant Borrower becomes aware of it; (ii) the applicable withholding agent relevant Credit Party shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding any such deduction or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)withholding, Administrative Agent or such Lender, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or maderequired; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Administrative Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to Administrative Agent or any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of Administrative Agent and each Lender listed on the signature pages hereof on the Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction or withholding shall result in an increase in the rate of such deduction or withholding from that duly established to be in effect at the date hereof or at the date of such Assignment Agreement in respect of relevant payments to such Person.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum an amount equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority. Notwithstanding anything to the contrary in this Agreement, no Credit Party shall be required to indemnify or pay any additional amount to Administrative Agent or any Lender under Section 2.20 to the extent that such obligation is imposed on amounts payable to Administrative Agent or such Lender at the time such Person becomes a party to this Agreement.

Withholding of Taxes. If any a Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party in respect of interest paid or payable by the Borrower to any the Administrative Agent or any the Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the Borrower shall notify the Administrative Agent as soon as practicable of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such the Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such the Lender; (iii) the sum payable by the any Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such the Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days (or as soon as practicable thereafter) after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days (or as soon as practicable thereafter) after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall use commercially reasonable efforts to deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above (and in the case of any payment required under clause (ii) above, such payment shall be treated as a payment under the Credit Documents to the Borrower, the Administrative Agent or the Lender as the case may be) except to the extent that any change after the date hereof in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof, in respect of payments to the Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as any Borrower becomes become aware of it; (ii) the applicable withholding agent Borrowers shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Borrowers shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.23) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) the applicable Borrower shall notify notify, or cause to be notified, Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes Borrowers become aware of it; (ii) the applicable withholding agent Borrower shall make pay, or cause to be paid, any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that such deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingpayment of such sum, and within thirty days after the due date of payment of any Indemnified Taxes Tax the applicable Borrower shall deliver, or Other Taxes which it is required by clause (ii) above cause to paybe delivered, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory the original or certified copy of and receipt evidencing such payment; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other affected parties Lender) in any such requirement for a deduction, withholding or payment shall result in an increase in the rate of such deduction, withholding or payment and from that in effect at the date hereof or at the date of such Assignment Agreement, as the remittance thereof case may be, in respect of payments to such Lender; provided, however, that a Lender shall be entitled to receive additional amounts under clause (iii) above to the relevant taxing or other authorityextent such Lender’s assignor was entitled to receive additional amounts.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above 4 or tax withholding obligations related to payRestricted Stock Units otherwise are due, Borrower (if Borrower is Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory Restricted Stock Units will be returned to the other affected parties of such deduction, withholding or payment and of the remittance thereof Company at no cost to the relevant taxing or other authorityCompany.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower practicable after Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding deduction or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)withholding, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to the Administrative Agent or any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of the Administrative Agent and each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of an assignment or appointment pursuant to which such Lender or a new Administrative Agent became a party to this Agreement in any such requirement for a deduction or withholding as is mentioned therein shall result in an increase in the rate of such deduction or withholding from that in effect at the date hereof or at the date of such an assignment or appointment, as the case may be, in respect of payments to such Lender or Administrative Agent; provided further, no such additional amount shall be required to be paid to Administrative Agent or any Lender under clause (iii) above with respect to backup withholding.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by or on behalf of any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and the Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Loan Documents: (i) Borrower the applicable Loan Party shall notify the Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Borrower the applicable Loan Party becomes aware of it; (ii) the applicable withholding agent Borrower shall make timely pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be) on behalf of and be to the relevant Governmental Authority in the name of Administrative Agent or such Lenderaccordance with law; (iii) if such Tax is an Indemnified Tax, then the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or mademade (after taking into account any additional deduction, withholding or payment of any Indemnified Taxes on such increased payment); and (iv) within thirty days as soon as practicable after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required Tax by clause (ii) above to paya Loan Party, Borrower (if Borrower is the withholding agent) applicable Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityAdministrative Agent.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause CLAUSE (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under CLAUSE (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, in respect of payments to such Lender.

Withholding of Taxes. If any Borrower or other Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Borrower or other Credit Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.19(b)) under any of the Credit Documents: (i) Borrower the Company shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower the Company becomes aware of it; (ii) the applicable withholding agent Company shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Borrower or other Credit Party) for its own account or (if that the liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) other than in respect of an Excluded Tax, the sum payable by the such Borrower or Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes which Tax that it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.22) under clause (iii) above except to the extent that (A) any change, after the date hereof (in the case of each Lender listed on the signature pages hereof on the date hereof) or after the effective date of the Assignment Agreement or the Incremental Assumption Agreement pursuant to which such Lender became a Lender (in the case of each other Lender), in any such requirement (as a result of a Change in Tax Law) for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement or such Incremental Assumption Agreement, as the case may be, in respect of payments to such Lender or (B) such additional amount results from any requirement for a deduction, withholding or payment imposed, levied, collected, withheld or assessed by a Non-US Jurisdiction; provided further that a Lender that shall have become a Lender pursuant to an Assignment Agreement shall not be entitled to receive any additional amounts in excess of the additional amounts such Lender’s assignor would have been entitled to receive pursuant to this Section 2.19(b).

Withholding of Taxes. If any Credit Party the Borrower or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party the Borrower to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Partythe Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.20provision), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above (A) with respect to Taxes imposed as a result of such Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), (B) except to the extent that any Change of Law after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (other than pursuant to an assignment request by the Borrower under Section 2.14) (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, in respect of payments to such Lender and (C) with respect to Taxes imposed under FATCA.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above 4 or tax withholding obligations related to payRestricted Stock Units otherwise are due, Borrower (if Borrower is Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory Restricted Stock Units will be returned to the other affected parties of such deduction, withholding or payment and of the remittance thereof Company at no cost to the relevant taxing or other authorityCompany.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account Regardless of any Indemnified Taxes action the Company or Other Taxes from any sum paid or payable by any Credit Party Participant’s employer (the “Employer”) takes with respect to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment Restricted Stock Units (including any deductioncorresponding Dividend Equivalent Rights) or the holding or subsequent sale of Shares, withholding or payment applicable to additional amounts payable under this Section 2.20and the receipt of dividends, if any (“Tax-Related Items”), Administrative Agent Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or such Lenderthe Employer. Participant further acknowledges that each of the Company and the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units (including any corresponding Dividend Equivalent Rights) including grant or vesting, as the case may besubsequent sale of Shares acquired under the Plan, receives on and the due date a net sum equal to what it would have received had no such deductionreceipt of dividends, withholding or payment been required or madeif any; and (ivb) within thirty days after paying does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any sum from which it is required by law aspect of the Restricted Stock Units (including any corresponding Dividend Equivalent Rights) to make reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any deduction or withholdingparticular tax result. Further, and within thirty days after if Participant has become subject to tax in more than one jurisdiction between the due date of grant of the award of Restricted Stock Units and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Indemnified Taxes Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or Other Taxes which it is required in part (without limitation) by clause (iia) above paying cash, (b) electing to pay, Borrower (if Borrower is have the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory Company withhold otherwise deliverable Shares having a Fair Market Value equal to the other affected parties minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such deduction, withholding Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or payment and of the remittance thereof otherwise) equal to the relevant taxing amount required to be withheld. To the extent determined appropriate by the Company in its sole discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or other authority4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Holdings, Borrower or Tronox US becomes aware of it; (ii) the applicable withholding agent Borrower shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and thereto in the name of Administrative Agent or such Lenderaccordance with applicable law; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.20) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date), after the Second Amendment Effective Date (in the case of each Lender with a Second Amendment Effective Date Term Loan Commitment) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, further, that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If (i) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any Credit Party kind otherwise due to the Participant any federal, state, local or other taxes of any other applicable withholding agent is kind required by law to make any deduction be withheld with respect to the RSUs. On or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party about the date the RSUs vest, the Company shall deliver written notice to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any the Participant of the Credit Documents: amount of withholding taxes due with respect to the payment of the RSUs; provided, however, that the total tax withholding will be approximately the minimum required statutory withholding (i) Borrower shall notify Administrative Agent of any based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such requirement or any change in any such requirement supplemental taxable income), as soon as Borrower becomes aware of it; determined by the Company. (ii) If the applicable RSUs are settled in cash, the withholding agent amount will be deducted from the cash paid to the Participant on the Delivery Date. (iii) If the RSUs are settled in Stock, the Participant shall make such deduction be required, and hereby consents to, sell, or withholding and pay such Indemnified Taxes or Other Taxes before arrange for the date sale of, on which penalties attach theretothe Delivery Date, at the then prevailing market price, such payment number of shares of Stock underlying the RSUs as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the Participant upon the settlement of the RSUs and to promptly transfer such withholding amount to the Company in satisfaction of such tax withholding obligations. The Participant agrees to execute and deliver, upon the request of the Company, such documents, instruments and certificates as may reasonably be made (if required in connection with the liability sale of the shares of Stock pursuant to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lenderthis Section 3.2(iii), and hereby appoints the Company as the case may be) Participant’s attorney-in-fact with authority to take all of such actions and execute all such documents on behalf of the Participant as the Company reasonably deems necessary to effect such sales on the Participant’s behalf. The Participant and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased Company have structured this Agreement to constitute a “binding contract” relating to the extent necessary sale of Common Stock pursuant to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)3, Administrative Agent or such Lender, as consistent with the case may be, receives on the due date a net sum equal affirmative defense to what it would have received had no such deduction, withholding or payment been required or made; and (ivliability under Section 10(b) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authoritySecurities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.

Withholding of Taxes. If If, as determined in the good faith discretion of the applicable Withholding Agent, any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any sum paid or payable by Administrative Agent to any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes on account of this Section 2.20) an obligation of a Credit Party under any of the Credit Documents: (i) Borrower the applicable Withholding Agent shall notify Administrative Agent of any such requirement timely pay the full amount deducted or any change withheld to the relevant Governmental Authority in any such requirement as soon as Borrower becomes aware of itaccordance with applicable law; (ii) to the applicable withholding agent shall make such extent the relevant deduction or withholding and pay such includes any Indemnified Taxes (or Other any and all Taxes before in the date case of withholding by Administrative Agent on which penalties attach thereto, such a payment to be made (if the liability to pay is imposed any Lender on any account of an obligation of a Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender), as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, any deduction or withholding for any Indemnified Taxes (or any and all Taxes in the case of withholding by Administrative Agent on a payment to any Lender on account of an obligation of a Credit Party) (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.202.15), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding for any Indemnified Taxes (or any and all Taxes in the case of withholding by Administrative Agent on a payment to any Lender on account of an obligation of a Credit Party) been required or made; and (iviii) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (iii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. If (i) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any Credit Party kind otherwise due to the Participant any federal, state, local or other taxes of any other applicable withholding agent is kind required by law to make any deduction be withheld with respect to the RSUs. On or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party about the Settlement Date, the Company shall deliver written notice to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any the Participant of the Credit Documents: amount of withholding taxes due with respect to the payment of the RSUs; provided, however, that the total tax withholding will be approximately the minimum required statutory withholding (i) Borrower shall notify Administrative Agent of any based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such requirement or any change in any such requirement supplemental taxable income), as soon as Borrower becomes aware of it; determined by the Company. (ii) If the applicable RSUs are settled in cash, the withholding agent amount will be deducted from the cash paid to the Participant on the Delivery Date. (iii) If the RSUs are settled in Stock, the Participant shall make such deduction be required, and hereby consents to, sell, or withholding and pay such Indemnified Taxes or Other Taxes before arrange for the date sale of, on which penalties attach theretothe Delivery Date, at the then prevailing market price, such payment number of shares of Stock underlying the RSUs as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the Participant upon the settlement of the RSUs and to promptly transfer such withholding amount to the Company in satisfaction of such tax withholding obligations. The Participant agrees to execute and deliver, upon the request of the Company, such documents, instruments and certificates as may reasonably be made (if required in connection with the liability sale of the shares of Stock pursuant to pay is imposed on any Credit Partythis Section 3.2(iii) for its own account or (if that liability is imposed on Administrative Agent or such Lender, and hereby appoints the Company as the case may be) Participant’s attorney-in-fact with authority to take all of such actions and execute all such documents on behalf of the Participant as the Company reasonably deems necessary to effect such sales on the Participant’s behalf. The Participant and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased Company have structured this Agreement to constitute a “binding contract” relating to the extent necessary sale of Common Stock pursuant to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)3, Administrative Agent or such Lender, as consistent with the case may be, receives on the due date a net sum equal affirmative defense to what it would have received had no such deduction, withholding or payment been required or made; and (ivliability under Section 10(b) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authoritySecurities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Holdings, Borrower or Tronox US becomes aware of it; (ii) the applicable withholding agent Borrower shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and thereto in the name of Administrative Agent or such Lenderaccordance with applicable law; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.20) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, further, that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax (other than a Tax on the overall net income of a Lender) from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Issuing Bank and Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay or cause to be paid any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.23) with respect to United States federal withholding tax under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in the imposition of, or an increase in, such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts. Without limiting the provisions above, the Borrower shall timely pay any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document to the relevant Governmental Authority in accordance with applicable law.

Withholding of Taxes. If any Credit Party or any Party, other applicable withholding agent or Administrative Agent is required by applicable law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum amount paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit DocumentsDocuments to or for the benefit of the Administrative Agent or any Lender: (i) the Borrower Representative shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower it becomes aware of it; (ii) the applicable withholding agent shall make deduct or withhold such deduction Tax and pay, or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment cause to be made (if paid, any such Tax deducted or withheld to the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lenderrelevant Governmental Authority, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if the sum Tax is an Indemnified Tax, the amount payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that the deduction, withholding or payment for Indemnified Taxes (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.202.17), the Administrative Agent or such the applicable Lender, as the case may be, receives on the due date a net sum amount equal to what it would have received had no such deduction, withholding or payment for Indemnified Taxes been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days as soon as practicable after the due date of payment to the relevant Governmental Authority of any Indemnified Taxes Tax deducted or Other Taxes which it is required by withheld in accordance with clause (ii) above to payabove, Borrower (if Borrower is the applicable withholding agent) agent shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the applicable Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as the applicable Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductiondeductions, withholding withholdings or payment applicable to payments on additional amounts payable under this Section 2.20section), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any Credit Party has paid any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it any Credit Party is required by clause (ii) above to pay, Parent Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, (i) that the Swiss Subsidiary Borrower shall not be required to comply with the gross up obligation provided for in this Section 2.20 with respect to Swiss Withholding Taxes caused by it breaching the Swiss Withholding Tax Rules as a direct result of (x) any failure to satisfy the Ten Non-Bank Rule as of the Original Closing Date or (y) a Lender breaching its representation as to its status pursuant to Section 9.10 (of this Agreement or the Original Credit Agreement) or any failure by a Lender or participant to comply with the requirements and limitations for assignments, transfers, and sub-participations (and other obligations) under Section 10.6 (of this Agreement or the Original Credit Agreement), and (ii) with respect to Loans to Parent Borrower or the Japanese Subsidiary Borrower, no additional amount shall be required to be paid under this Section 2.20 with respect to U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes (with respect to Loans to the Japanese Subsidiary Borrower only) to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.22 of this Agreement or the Original Credit Agreement) except to the extent that any change after the Original Closing Date (in the case of each Lender listed on the signature pages to the Original Credit Agreement on the Original Closing Date) or after the effective date of the Assignment Agreement or the Amendment (as applicable) pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment in respect of U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Original Closing Date or at the date of such Assignment Agreement or the Amendment, as the case may be, in respect of payments to such Lender; provided further that additional amounts with respect to U.S. federal withholding or other U.S. federal income taxes shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts immediately prior to the assignment or such Lender was entitled to receive additional amounts immediately prior to a change in lending office (any U.S. federal income or withholding taxes or Japanese national income or withholding taxes excluded pursuant to the foregoing provisos being “Excluded Taxes”).

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law (as determined by the relevant withholding agent in good faith) to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Loan Documents: (i) the Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall be entitled to make such deduction or withholding and shall pay any such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure thatthat after any such deduction or withholding, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or maderequired; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the other affected parties of Administrative Agent acting in good faith; provided, no such deductionadditional amount shall be required to be paid to the Administrative Agent, any Lender or any Tax Related Person under clause (iii) above with respect to any (A) Taxes on the Overall Net Income with respect to any Lender or Administrative Agent or any Tax Related Person, (B) branch profits Taxes imposed by the United States, (C) U.S. federal withholding Taxes to the extent such Tax withholding or payment deduction requirement is in effect and applicable, as of the remittance thereof date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) (or, if later, the date on which such Lender designates a new lending office) or on the effective date of the Assignment and Acceptance Agreement pursuant to which such Lender became a Lender (in the case of each other Lender), except to the relevant taxing extent that, pursuant to this Section 2.15, amounts with respect to such Taxes were payable to such Lender immediately before it changed its lending office or other authoritysuch Lender’s assignor (including each of their Tax Related Persons) immediately before such Lender becomes a party hereto, (D) Taxes attributable to such Lender, Administrative Agent and/or their Tax Related Person’s failure to comply with Section 2.15(e) or Section 2.15(g), or (E) U.S. federal withholding Taxes imposed under FATCA (collectively, “Excluded Taxes”).

Withholding of Taxes. If any Credit Party The Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares of Restricted Stock that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable withholding agent is taxes required to withheld by law the Company (or the employing Parent or Subsidiary) with respect to make any deduction the Shares. No fractional Shares will be withheld or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party issued pursuant to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any the grant of the Credit Documents: Restricted Stock Award and the issuance of Shares thereunder; unless determined otherwise by the Company, any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. The Company (ior the employing Parent or Subsidiary) Borrower shall notify Administrative Agent of any such requirement or any change may instead, in any such requirement as soon as Borrower becomes aware of it; (ii) its discretion, require the Grantee to pay an amount necessary to pay the applicable withholding agent shall make such deduction taxes directly to the Company in the form of cash, check or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach theretoother cash equivalent, such payment to be made (if the liability and/or may withhold an amount necessary to pay is imposed on any Credit Party) for its own account the applicable taxes from the Grantee’s paycheck, in each case with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck or (if that liability is imposed on Administrative Agent or such Lenderdirect payment, as indicated above), no Restricted Stock will be granted to the case may beGrantee (or his or her estate) on behalf of unless and in the name of Administrative Agent or such Lender; until satisfactory arrangements (iii) the sum payable as determined by the Credit Party in Administrator) have been made by the Grantee with respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes income and other taxes which the Company determines must be withheld or Other Taxes which it is required collected with respect to such Shares. In addition and to the maximum extent permitted by clause law, the Company (iior the employing Parent or Subsidiary) above has the right to payretain without notice from salary or other amounts payable to the Grantee, Borrower (if Borrower is cash having a sufficient value to satisfy any tax withholding obligations that cannot be satisfied through the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory of otherwise deliverable Shares. By accepting this Award, the Grantee expressly consents to the withholding of Shares and to any cash or Share withholding as provided for in this paragraph 7. All income and other affected parties of such deduction, withholding or taxes related to the Restricted Stock Award and any Shares delivered in payment and thereof are the sole responsibility of the remittance thereof to the relevant taxing or other authorityGrantee.

Withholding of Taxes. If any Credit Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Transaction Documents: (i1) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii2) the applicable withholding agent Borrower shall make pay, or cause to be paid, any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii3) and, if such Tax is an Indemnified Tax, unless otherwise provided in this Section 2.15, the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding such Taxes or payment applicable Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.202.15), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv4) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii2) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by the relevant taxing authority evidencing such payment, a copy or the return reporting such payment or other evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityauthority reasonably satisfactory to the Administrative Agent.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and the Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Loan Documents: (i) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.; provided, that, with respect to any Tax imposed, levied, collected, withheld or assessed by or pursuant to the laws of the United States of America or any political subdivision thereof or therein, no such additional amount shall be required to be paid to or for the account of any Lender (other than a Lender that becomes a Lender pursuant to Section 2.23) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the ClosingRestatement Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts. 77

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify notify, or cause to be notified, Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes become aware of it; (ii) the applicable withholding agent Borrower shall make pay, or cause to be paid, any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that such deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingpayment of such sum, and within thirty days after the due date of payment of any Indemnified Taxes Tax Borrower shall deliver, or Other Taxes which it is required by clause (ii) above cause to paybe delivered, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory the original or certified copy of and receipt evidencing such payment; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other affected parties Lender) in any such requirement for a deduction, withholding or payment shall result in an increase in the rate of such deduction, withholding or payment and from that in effect at the date hereof or at the date of such Assignment Agreement, as the remittance thereof case may be, in respect of payments to such Lender; provided, however, that a Lender shall be entitled to receive additional amounts under clause (iii) above to the relevant taxing or other authorityextent such Lender’s assignor was entitled to receive additional amounts.

Withholding of Taxes. If any Credit Party or any Party, other applicable withholding agent or Administrative Agent is required by applicable law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit DocumentsDocuments to or for the benefit of the Administrative Agent or any Lender: (i) the Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower it becomes aware of it; (ii) the applicable withholding agent Credit Party shall make pay, or cause to be paid, any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if the Tax is an Indemnified Tax or Other Tax, the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that the deduction, withholding or payment for Indemnified Taxes or Other Taxes (including any deduction, withholding or payment applicable to additional amounts sums payable under this Section 2.202.17), the Administrative Agent or such the applicable Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment for Indemnified Taxes or Other Taxes been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days as soon as practicable after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) applicable Credit Party shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. If any Credit Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as reasonably practicable after Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall be entitled to make such deduction or withholding and pay shall pay, or cause to be paid, any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if such Tax is an Indemnified Tax, then the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.20Section), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days as soon as practicable after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityAdministrative Agent.

Withholding of Taxes. (a) If any Credit Party amount, entitlement or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum benefit paid or payable by to Executive or provided for his benefit under this Agreement and under any Credit Party to any Agent other agreement, plan or program of the Company or any Lender of its affiliates (which term such payments, entitlements and benefits referred to as a "Payment") is subject to the excise tax imposed under Section 4999 of the Code or any similar federal or state law (an "Excise Tax"), then notwithstanding anything contained in this Agreement to the contrary, to the extent that any or all Payments would be subject to the imposition of an Excise Tax, the Payments shall include each Swing Line Lender be reduced (but not below zero) if and Issuing Bank for to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments (such reduced amount hereinafter referred to as the "Limited Payment Amount"). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the change in control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 2.2010, present value shall be determined in accordance with Section 280G(d)(4) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent Code. For purposes of any such requirement or any this Section 10, the "Parachute Value" of a Payment means the present value as of the date of the change in any control of the portion of such requirement as soon as Borrower becomes aware Payment that constitutes a "parachute payment" under Section 280G(b)(2) of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such LenderCode, as determined by the case may be) on behalf Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. For purposes of this Section 10, a "change in control" means a change in the name ownership or effective control of Administrative Agent the Company or such Lender; (iii) in the sum payable by ownership of a substantial portion of the Credit Party in respect assets of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such LenderCompany, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (ivdetermined in accordance with Section 280G(b)(2) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to Code and the relevant taxing or other authorityregulations promulgated thereunder.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to paysuch Tax, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, with respect to any United States federal withholding taxes, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.19) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Non-Excluded Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to the Administrative Agent or any Lender under clause (iii) above except (i) to the extent that any change after the date hereof (in the case of each Administrative Agent or Lender listed on the signature pages hereof on the Closing Date), or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender), in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender, or (ii) that is attributable to a Lender’s failure to comply with the requirements of Section 2.15(c) or 2.15(d).

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents on account of any Tax (which Tax shall (A) exclude any Tax imposed by a Governmental Authority as a result of a connection or former connection between such Lender or Applicable Administrative Agent (as the case may be) and the jurisdiction imposing such Tax, including, without limitation, any connection arising from being a citizen, domiciliary or resident of such jurisdiction, being organized in such jurisdiction, or having a permanent establishment or fixed place of business therein, but excluding any connection arising solely from the rights and obligations as a Lender, or the activities of such Lender, pursuant to or in respect of this Agreement or the other Credit Documents: , (B) exclude any Tax on the overall net income of any Lender, and (C) include any Tax (other than a net income tax) imposed both as a result of a connection between a Lender or the Administrative Agent (as the case may be) and the jurisdiction imposing such Tax and as a result of a connection between the Company and the jurisdiction imposing such Tax) (i) Borrower Company shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above that is attributable to such Lender’s failure to comply with (x) the requirements of paragraph (g), (h) or (i) of this Section or that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Company with respect to Taxes pursuant to this Section 2.20, or (y) FATCA. For the avoidance of doubt, no additional amount shall be required to be paid to any Lender under clause (iii) above in respect of United States withholding taxes that are attributable to such Lender’s status as a “10-percent shareholder” (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Company.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by or on behalf of any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and the Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Loan Documents: (i) Borrower the applicable Loan Party shall notify the Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Borrower the applicable Loan Party becomes aware of it; (ii) the applicable withholding agent Borrower shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or mademade (after taking into account any additional deduction, withholding or payment of any Indemnified Taxes on such increased payment); and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) applicable Loan Party shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent and other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes Borrowers become aware of it; (ii) the applicable withholding agent Credit Parties shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, that after the making of that deduction, withholding any such deduction or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)withholding, Administrative Agent or such Lender, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or maderequired; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Borrowers shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the Closing Date other than as a result of a change of lending office (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement or Joinder Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction or withholding shall result in an increase in the rate of such deduction or withholding from that in effect at the Closing Date or at the date of such Assignment Agreement or Joinder Agreement, as the case may be, in respect of payments to such Lender, provided, further, that in the case of a Lender that becomes a Lender as a result of executing an Assignment Agreement or Joinder Agreement, the Borrowers shall not be required to pay additional amounts to such Lender to the extent such Taxes were, as of the effective date of such Assignment Agreement or Joinder Agreement, imposed at a rate that exceeds the rate in respect of those Taxes for which the assignor with respect to such Lender was entitled to any additional payments under this Section 2.16.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above 4 or tax withholding obligations related to payRestricted Stock Units otherwise are due, Borrower (if Borrower is Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory Restricted Stock Units will be returned to the other affected parties of such deduction, withholding or payment and of the remittance thereof Company at no cost to the relevant taxing or other authorityCompany.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above 4 or tax withholding obligations related to payRestricted Stock Units otherwise are due, Borrower (if Borrower is Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory Restricted Stock Units will be returned to the other affected parties of such deduction, withholding or payment and of the remittance thereof Company at no cost to the relevant taxing or other authorityCompany.

Withholding of Taxes. If any Credit Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as any Borrower becomes aware of it; (ii) the applicable withholding agent Borrowers shall make pay, or cause to be paid, any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) except for any deduction or withholding on account of any Taxes on the overall net income of any Lender or as otherwise provided in this Section 2.20, the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Borrowers shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.23) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date), after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender), or after the date any such Lender designates a new lending office in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof, at the date of such Assignment Agreement or at the date such new lending office is designated, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor (including a Lender that designates a new lending office) was entitled to receive such additional amounts; provided further, that no such additional amount shall be required to be paid to any Lender under clause (iii) above to the extent such amount is attributable to any United States federal withholding Tax under Sections 1471 through 1474 of the Internal Revenue Code, or any amended version or successor provision that is substantively comparable thereto, and, in each case, any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax (as described in Section 2.17(a) above) from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent each Lender of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, Lender receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent the Lenders evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.19) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender only to the extent such Lender’s assignor was entitled to receive such additional amounts and the assignee would be entitled to such additional amounts.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make such deduction or withholding and pay such any Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment of Indemnified Taxes is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingwithholding of Indemnified Taxes, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum an amount equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority. Notwithstanding anything to the contrary in this Agreement, no Credit Party shall be required to indemnify or pay any additional amount to Administrative Agent or any Lender under Section 2.20 to the extent that such obligation is imposed on amounts payable to Administrative Agent or such Lender at the time such Person becomes a party to this Agreement.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as either Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the applicable Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as practicable after the applicable Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) in the case of any Indemnified Tax, the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductiondeductions, withholding withholdings or payment applicable to payments on additional amounts payable under this Section 2.20section), each Lender (or, in the case of a payment made to the Administrative Agent or such Lenderfor its own account, the Administrative Agent), as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any Loan Party has paid any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it any Loan Party is required by clause (ii) above to pay, the Parent Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityauthority (or if such evidence is not available within thirty days, as soon as practicable thereafter); provided, (i) that the Swiss Subsidiary Borrower shall not be required to comply with the gross up obligation provided for in this Section 3.01 with respect to Swiss Withholding Taxes and in respect of a specific Lender or participant caused by it breaching the Swiss Non-Bank Rules as a direct result of (x) the failure by such specific Lender to satisfy the Ten Non-Bank Rule as of the Original Closing Date or (y) such specific Lender breaching its representation as to its status pursuant to Section 9.10 of the Original Credit Agreement or Section 9.13 or the failure by such specific Lender or participant to comply with the requirements and limitations for assignments, transfers, and sub-participations (and other obligations) under Section 10.6 of the Original Credit Agreement or Section 10.07 (for the avoidance of doubt, the Swiss Subsidiary Borrower shall be required to comply with the gross-up obligation provided for in this Section 3.01 in respect of all Lenders or participants that have complied with their obligations under all provisions referred to under the foregoing parts of this Section 3.01(b)), and (ii) with respect to Loans to the Parent Borrower, the U.S. Borrower or the Japanese Subsidiary Borrower, no additional amount shall be required to be paid under this Section 3.01 with respect to U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes (with respect to Loans to the Japanese Subsidiary Borrower only) to any Lender (other than a Lender that becomes a Lender pursuant to Section 3.07 of this Agreement or Section 2.22 of the Original Credit Agreement) except to the extent that any change after the Original Closing Date (in the case of each Lender listed on the signature pages to the Original Credit Agreement on the Original Closing Date) or after the effective date of the Assignment and Assumption or the Amendment (as applicable) pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment in respect of U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Original Closing Date or at the date of such Assignment and Assumption or the Amendment, as the case may be, in respect of payments to such Lender; provided further that additional amounts with respect to U.S. federal withholding or other U.S. federal income taxes shall be payable to a Lender to the extent such Xxxxxx’s assignor was entitled to receive such additional amounts immediately prior to the assignment or such Lender was entitled to receive additional amounts immediately prior to a change in lending office (any U.S. federal income or withholding taxes or Japanese national income or withholding taxes excluded pursuant to the foregoing provisos being “Excluded Taxes”).

Withholding of Taxes. (a) If any Credit Party amount, entitlement or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum benefit paid or payable by to Executive or provided for his benefit under this Agreement and under any Credit Party to any Agent other agreement, plan or program of the Company or any Lender of its affiliates (which term such payments, entitlements and benefits referred to as a “Payment”) is subject to the excise tax imposed under Section 4999 of the Code or any similar federal or state law (an “Excise Tax”), then notwithstanding anything contained in this Agreement to the contrary, to the extent that any or all Payments would be subject to the imposition of an Excise Tax, the Payments shall include each Swing Line Lender be reduced (but not below zero) if and Issuing Bank for to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments (such reduced amount hereinafter referred to as the “Limited Payment Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the change in control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 2.2010, present value shall be determined in accordance with Section 280G(d)(4) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent Code. For purposes of any such requirement or any this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the change in any control of the portion of such requirement as soon as Borrower becomes aware Payment that constitutes a “parachute payment” under Section 280G(b)(2) of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such LenderCode, as determined by the case may be) on behalf Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. For purposes of this Section 10, a “change in control” means a change in the name ownership or effective control of Administrative Agent the Company or such Lender; (iii) in the sum payable by ownership of a substantial portion of the Credit Party in respect assets of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such LenderCompany, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (ivdetermined in accordance with Section 280G(b)(2) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to Code and the relevant taxing or other authorityregulations promulgated thereunder.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower the Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower the Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent the Administrative Agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by or on behalf of any Credit Loan Party to any Agent the Administrative Agent, or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Loan Documents: (i) the Borrower shall notify the Administrative Agent or the Administrative Agent shall notify the Borrower, as applicable, of any such requirement or any change in any such requirement as soon as reasonably possible after the Borrower or the Administrative Agent becomes aware of it; (ii) the applicable withholding agent Borrower or Administrative Agent (or other relevant Loan Party) shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the NY\6127033.17 Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deductiondeduction or withholding, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the relevant due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingwithholding has been made, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing tax or other authority; provided, no such additional amount shall be required to be paid under clause (iii) above with respect to any Excluded Taxes.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment payment, is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)of all Taxes, Administrative Agent or such LenderLender (including for these purposes as Issuing Bank, as the case may be, and each of their Tax Related Persons receives on the due date and contains a net sum equal to what it would have received and retained had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or and payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party Company or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party Company to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Holdings or Company shall deliver to Administrative Agent or such Holdings Term Loan Lender evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the 62 date hereof (in the case of each Lender listed on the signature pages hereof on the Effective Date) or after the effective date of the Assignment Agreement or Joinder Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement or Joinder Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Shares. Prior to exercise of the Option, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. Finally, Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan or Participant’s purchase of Shares that cannot be satisfied by the means previously described. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes Tax-Related Items hereunder at the time of the Option exercise or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory Tax-Related Items related to the other affected parties Shares otherwise are due, Participant acknowledges and agrees that the Company may refuse to honor the exercise and/or refuse to deliver Shares if such withholding amounts are not delivered at the time of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityexercise.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned under clause (iii) shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, that in the case of any Lender that became a Lender pursuant to an Assignment Agreement, Company shall pay such additional amounts to such Lender to the extent that the assignor Lender under the Assignment Agreement was entitled to such additional amounts on the date of the Assignment Agreement.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to pay or make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) except with respect to any Excluded Tax, the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender. Moreover, if any Taxes (other than any Excluded Taxes) are directly asserted against Administrative Agent or any Lender with respect to any payments under any Credit Document, such payee may pay such Taxes, and, upon receipt of reasonably satisfactory documentation evidencing such payment, the Credit Parties shall promptly pay such additional amounts (including, without limitation, any penalties, interest or reasonable expenses) as may be necessary in order that the net amount received by such payee after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such payee would have received had no such Taxes been asserted; provided that Administrative Agent and each Lender shall use reasonable efforts, to the extent consistent with applicable laws and regulations, to minimize to the extent possible any such Taxes if they can do so without material cost or regulatory disadvantage; and provided further that no additional amount shall be required to be paid to any Lender under this sentence except to the extent that any change in the law (including any administrative or judicial interpretation thereof) under which the liability for such Taxes arises after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) shall result in an increase in the amount or rate of such Tax from those in effect at the date hereof or at the date of such Assignment Agreement, as the case may be.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and thereto in the name of Administrative Agent or such Lenderaccordance with applicable law; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.20) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, further, that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the applicable Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as practicable after the applicable Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) in the case of any Indemnified Tax, the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductiondeductions, withholding withholdings or payment applicable to payments on additional amounts payable under this Section 2.20section), each Lender (or, in the case of a payment made to the Administrative Agent or such Lenderfor its own account, the Administrative Agent), as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any Loan Party has paid any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it any Loan Party is required by clause (ii) above to pay, the Parent Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityauthority (or if such evidence is not available within thirty days, as soon as practicable thereafter); provided, (i) that the Swiss Subsidiary Borrower shall not be required to comply with the gross up obligation provided for in this Section 3.01 with respect to Swiss Withholding Taxes and in respect of a specific Lender or participant caused by it breaching the Swiss Non-Bank Rules as a direct result of (x) the failure by such specific Lender to satisfy the Ten Non-Bank Rule as of the Original Closing Date or (y) such specific Lender breaching its representation as to its status pursuant to Section 9.10 of the Original Credit Agreement or Section 9.13 or the failure by such specific Lender or participant to comply with the requirements and limitations for assignments, transfers, and sub-participations (and other obligations) under Section 10.6 of the Original Credit Agreement or Section 10.07 (for the avoidance of doubt, the Swiss Subsidiary Borrower shall be required to comply with the gross-up obligation provided for in this Section 3.01 in respect of all Lenders or participants that have complied with their obligations under all provisions referred to under the foregoing parts of this Section 3.01(b)), and (ii) with respect to Loans to the Parent Borrower, the U.S. Borrower or the Japanese Subsidiary Borrower, no additional amount shall be required to be paid under this Section 3.01 with respect to U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes (with respect to Loans to the Japanese Subsidiary Borrower only) to any Lender (other than a Lender that becomes a Lender pursuant to Section 3.07 of this Agreement or Section 2.22 of the Original Credit Agreement) except to the extent that any change after the Original Closing Date (in the case of each Lender listed on the signature pages to the Original Credit Agreement on the Original Closing Date) or after the effective date of the Assignment and Assumption or the Amendment (as applicable) pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment in respect of U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Original Closing Date or at the date of such Assignment and Assumption or the Amendment, as the case may be, in respect of payments to such Lender; provided further that additional amounts with respect to U.S. federal withholding or other U.S. federal income taxes shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts immediately prior to the assignment or such Lender was entitled to receive additional amounts immediately prior to a change in lending office (any U.S. federal income or withholding taxes or Japanese national income or withholding taxes excluded pursuant to the foregoing provisos being “Excluded Taxes”).

Withholding of Taxes. If any Credit Party or any Party, other applicable withholding agent or Administrative Agent is required by applicable law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum amount paid or payable (including any deemed payment in connection with a Loan Exchange Exercise) by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit DocumentsDocuments to or for the benefit of any Agent or any Lender: (i) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower it becomes aware of it; (ii) the applicable withholding agent shall make deduct or withhold such deduction Tax and pay, or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment cause to be made paid, any such Tax deducted or withheld to the relevant Governmental Authority (provided that, if such Tax arises in connection with a Loan Exchange Exercise and is not an Indemnified Tax, then the liability applicable Lender shall provide funds to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or the applicable withholding agent in an amount equal to the amount of such LenderTax), as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if the sum Tax is an Indemnified Tax, the amount payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased (or, in the case of an Indemnified Tax arising in connection with a Loan Exchange Exercise, paid by such Credit Party directly to the relevant Governmental Authority) to the extent necessary to ensure that, after the making of that the deduction, withholding or payment for Indemnified Taxes (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.202.17), Administrative the applicable Agent or such the applicable Lender, as the case may be, receives on the due date a net sum amount equal to what it would have received had no such deduction, withholding or payment for Indemnified Taxes been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days as soon as practicable after the due date of payment to the relevant Governmental Authority of any Indemnified Taxes Tax deducted or Other Taxes which it is required by withheld in accordance with clause (ii) above (or paid by the applicable Credit Party directly to paythe relevant Governmental Authority in accordance with clause (iii) above), Borrower (if Borrower is the applicable withholding agent) agent shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.19) under clause (iii) above except to the extent that any change in law after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the Closing Date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement or Joinder Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement or Joinder Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Note Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Note Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) Purchaser under any of the Credit Note Documents: (i) Borrower Company shall notify Administrative Agent Purchasers of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable Company or any other Person (acting as a withholding agent agent) shall make pay or cause to be paid any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Note Party) for its own account or (if that liability is imposed on Administrative Agent or such LenderPurchaser, as the case may be) on behalf of and in the name of Administrative Agent or such LenderPurchaser; (iii) unless otherwise provided in this Section 2.19 the sum payable by the Credit such Note Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding such Taxes or payment applicable Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.202.19), Administrative Agent or such LenderPurchaser, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which Tax that it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent such Purchaser evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, with respect to any U.S. federal withholding tax, no such additional amount shall be required to be paid to any Purchaser under clause (iii) above except to the extent that any change after the date hereof (in the case of each Purchaser listed on the signature pages hereof on the Closing Date) or after the effective date of the Transfer Agreement pursuant to which such Purchaser became a Purchaser (in the case of each other Purchaser) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Transfer Agreement, as the case may be, in respect of payments to such Purchaser; provided that additional amounts shall be payable to a Purchaser to the extent that such Purchaser’s transferor was entitled to receive such additional amounts.