Common use of Gross Up for Taxes Clause in Contracts

Gross Up for Taxes. If any Borrower shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (w) any tax that would not have been payable or applicable had the applicable Payee or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof, (x) any taxes imposed on any amount payable to or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (i), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Agent and any applicable Lender an official receipt or other documentation satisfactory to Agent or such Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Agent for the account of Agent and each applicable Lender such additional amount or Payees, amounts as is necessary to ensure that the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), net amount actually received by Agent and each Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Agent and such Lender would have received had no such withholding or deductions deduction been made required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Agent or any Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, (b) the Loan Parties shall jointly and severally indemnify Agent or such Borrower shall make such withholding or deductionsLender, and (c) such Borrower shall pay within 10 days after demand therefor, for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Agent or Payees been eligible forsuch Lender and any reasonable, and properly and timely claimed, a complete exemption out-of-pocket expenses arising therefrom or with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys’ or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to Borrower by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive and binding absent manifest error.

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or Payees, amounts as is necessary to ensure that the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), net amount actually received by Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Lender would have received had no such withholding or deductions deduction been made required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Lender timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, the Loan Parties shall jointly and severally indemnify Lender, within ten (b10) such Borrower shall make such withholding or deductionsdays after demand therefor, and (c) such Borrower shall pay for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Lender and any reasonable, out-of-pocket expenses arising therefrom or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys' or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to AgentAdministrative Borrower by Lender shall be conclusive and binding absent manifest error.

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or Payees, amounts as is necessary to ensure that the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), net amount actually received by Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Lender would have received had no such withholding or deductions deduction been made required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Lender timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, the Loan Parties shall jointly and severally indemnify Lender, within ten (b10) such Borrower shall make such withholding or deductionsdays after demand therefor, and (c) such Borrower shall pay for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Lxxxxx and any reasonable, out-of-pocket expenses arising therefrom or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys' or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to AgentAdministrative Borrower by Lender shall be conclusive and binding absent manifest error.

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant Governmental Authority the full amount required to be so withheld or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Agent and any applicable Lender an official receipt or other documentation satisfactory to Agent or such Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Agent for the account of Agent and each applicable Lender such additional amount or Payees, amounts as is necessary to ensure that the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), net amount actually received by Agent and each Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Agent and such Lender would have received had no such withholding or deductions deduction been made required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Agent or any Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, (b) the Loan Parties shall jointly and severally indemnify Agent or such Borrower shall make such withholding or deductionsLender, and (c) such Borrower shall pay within 10 days after demand therefor, for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Agent or Payees been eligible forsuch Lender and any reasonable, and properly and timely claimed, a complete exemption out-of-pocket expenses arising therefrom or with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys’ or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to Borrower by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive and binding absent manifest error.

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Agent and any applicable Lender an official receipt or other documentation satisfactory to Agent or such Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Agent for the account of Agent and each applicable Lender such additional amount or Payees, amounts as is necessary to ensure that the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), net amount actually received by Agent and each Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Agent and such Lender would have received had no such withholding or deductions deduction been made required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes except for Excluded Taxes. If any Indemnified Taxes are directly asserted against Agent or any Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, (b) the Loan Parties shall jointly and severally indemnify Agent or such Borrower shall make such withholding or deductionsLender, and (c) such Borrower shall pay within 10 days after demand therefor, for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes (excluding Excluded Taxes) imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Agent or Payees been eligible forsuch Lender and any reasonable, out-of-pocket, and properly and timely claimed, a complete exemption invoiced expenses arising therefrom or with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket, and invoiced attorneys’ or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to Borrower by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive and binding absent manifest error.

Gross Up for Taxes. If any Borrower shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10)deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (w) any tax withholding or deductions that would not have been payable paid or applicable claimed had the applicable Payee or Payees been eligible for, and properly and timely claimed, claimed a complete exemption with respect thereto pursuant to Section 3.11 hereof. Notwithstanding anything herein to the contrary, Borrowers shall not be obligated to withhold or deduct, with respect to Agent, or any Lender: (xa) any taxes imposed on or measured on the overall net income (however denominated) if Agent or such Lender, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any amount payable to political subdivision thereof) under the laws of which such recipient is organized or for in which its principal office is located or, in the account case of any Payee under FATCALender, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation which its applicable Lending Office is entitled to such amounts as of the date of such assignment or sale of participationlocated; and (zb) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (i), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued any branch profits taxes imposed by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment United States or any similar tax imposed by any other evidence of such payment reasonably satisfactory to Agentjurisdiction in which any Borrower is located.

Gross Up for Taxes. (a) If any Borrower or Agent on account of payments by Borrower shall be required by Applicable Law to withhold or deduct any taxes Taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “"Payee” " and collectively, the “"Payees”"), subject to Section 16.3(b), (a) if such withheld or deducted Taxes are Indemnified Taxes, the sum payable by Borrower to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10)of Indemnified Taxes, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up "Gross‑Up Payment”"), (b) such Borrower shall make such withholding or deductionsdeductions of Taxes, and (c) such Borrower shall pay the full amount of Taxes withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment Except as otherwise provided in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (w) any tax that would not have been payable or applicable had the applicable Payee or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof, (x) any taxes imposed on any amount payable to or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 16.5 with respect to certain Taxes arising on certain assignments, the Loan Parties shall jointly and severally indemnify each Agent and Payee (a "Tax Indemnitee") for the full amount of Indemnified Taxes arising in connection with this Agreement or any other Loan Document (including, without limitation, any Indemnified Taxes imposed or asserted on, or attributable to, amounts payable hereunder in respect under this Section 3.11) payable or paid by, such Tax Indemnitee and all reasonable and documented costs and expenses (including reasonable fees and disbursements of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (icounsel), actually incurred in connection therewith (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such paymentGovernmental Body), a copy except as arising out of the return reporting such payment gross negligence or other evidence willful misconduct if the Tax Indemnitee (as determined by a court of such payment reasonably satisfactory to Agentcompetent jurisdiction in a final and non‑appealable judgment). The obligations of the Borrowers and Loan Parties under this Section 3.11 shall survive the termination of this Agreement and the repayment of the Loans.

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or Payees, amounts as is necessary to ensure that the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), net amount actually received by Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Lender would have received had no such withholding or deductions deduction been made required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Lender timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, (b) such Borrower the Loan Parties shall make such withholding or deductionsjointly and severally indemnify Lender, and (c) such Borrower shall pay within 10 days after written demand therefor, for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Xxxxxx and any reasonable, out-of-pocket expenses arising therefrom or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys' or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses actually incurred), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to AgentBorrower by Lender shall be conclusive and binding absent manifest error.

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or Payees, amounts as is necessary to ensure that the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), net amount actually received by Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Lender would have received had no such withholding or deductions deduction been made required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Lender timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, the Loan Parties shall jointly and severally indemnify Lender, within ten (b10) such Borrower shall make such withholding or deductionsdays after demand therefor, and (c) such Borrower shall pay for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Xxxxxx and any reasonable, out-of-pocket expenses arising therefrom or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys’ or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to AgentBorrower by Lender shall be conclusive and binding absent manifest error.

Gross Up for Taxes. All payments of principal and interest on the Loans and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable law, then (i) the applicable Withholding Agent will pay directly to the relevant authority the full amount required to be so withheld or any of deducted, (ii) if Borrower is the Other Documents to applicable Withholding Agent, Borrower will promptly forward to Administrative Agent an official receipt or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable other documentation satisfactory to Administrative Agent evidencing such payment to such Payee or Payeesauthority, as and (iii) if the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10)Tax is an Indemnified Tax, the applicable Payee Loan Party shall pay to Administrative Agent for the account of Administrative Agent and each applicable Lender such additional amount or Payees receives an amounts as is necessary to ensure that the amount actually received by Administrative Agent and each Lender will equal to the sum it full amount Administrative Agent and such Lender would have received had no such withholding or deductions deduction been made (required. The Loan Parties shall timely pay to the “Gross-Up Payment”)relevant Governmental Authority in accordance with applicable law, (b) or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Administrative Agent or any Lender with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the obligations of the Loan Parties under any Loan Document, the Loan Parties shall jointly and severally indemnify Administrative Agent or such Borrower shall make such withholding or deductionsLender, and (c) such Borrower shall pay within 10 days after demand therefor, for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Indemnified Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (w) any tax that would not have been payable or applicable had the applicable Payee or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof, (x) any taxes imposed on any amount payable to or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in under this Section) payable or paid by Administrative Agent or such Lender and any reasonable, out-of-pocket expenses arising therefrom or with respect of a Payee on the date it becomes a Payee thereto, whether or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment not such Indemnified Taxes were correctly or purchases a participation of the whole legally imposed or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (i), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of such payment reasonably satisfactory to Agenta Lender, shall be conclusive and binding absent manifest error.

Gross Up for Taxes. If any Borrower shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10)deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority Governmental Body or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to any (w) taxes imposed on or measured by the applicable Payee’s overall income or profits or franchise taxes imposed on it by any jurisdiction (or any political subdivision thereof) under which such Payee is organized or is otherwise determined to have a present or former connection with, (x) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the applicable Payee is organized or is otherwise determined to have a present or former connection with, (y) taxes imposed under FATCA, and (z) withholding or deductions that would not have been payable paid or applicable claimed had the applicable Payee or Payees been eligible for, and properly and timely claimed, claimed a complete exemption with respect thereto pursuant to Section 3.11 hereof, (x) any taxes imposed on any amount payable to or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (i), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or Payees, amounts as is necessary to ensure that the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), net amount actually received by Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Lender would have received had no such withholding or deductions deduction been made required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Lender timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, (b) such Borrower the Loan Parties shall make such withholding or deductionsjointly and severally indemnify Lender, and (c) such Borrower shall pay within 10 days after demand therefor, for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Lender and any reasonable, out-of-pocket expenses arising therefrom or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys’ or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to AgentBorrower by Lender shall be conclusive and binding absent manifest error.

Gross Up for Taxes. All payments of principal and interest on the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding taxes imposed on or measured by Administrative Agent’s or any Lender’s net income by the jurisdiction under which Administrative Agent or such Lender is organized or conducts business (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder) (all non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by Borrower shall be hereunder is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then Borrower will (i) pay directly to the relevant authority the full amount required to be so withheld or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Administrative Agent an official receipt or other documentation satisfactory to Administrative Agent evidencing such payment to such Payee authority, and (iii) pay to Administrative Agent for the account of Administrative Agent and Lenders such additional amount or Payees, amounts as is necessary to ensure that the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), net amount actually received by Administrative Agent and each Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Administrative Agent and such Lender would have received had no such withholding or deductions deduction been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding required. If any Taxes are directly asserted against Administrative Agent or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (w) any tax that would not have been payable or applicable had the applicable Payee or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof, (x) any taxes imposed on any amount payable to or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld Lender with respect to any payment received by Administrative Agent or such Lender hereunder, Administrative Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional amounts payable hereunder (including any penalty, interest or expense) as is necessary in respect order that the net amount received by such Person after the payment of a Payee such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date it becomes a Payee on which Administrative Agent or otherwise acquired an interest in an Obligation, except a person who becomes a such Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (i), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentfirst made demand therefor.

Gross Up for Taxes. If any Borrower shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10)deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (w) any tax withholding or deductions that would not have been payable paid or applicable claimed had the applicable Payee or Payees been eligible for, and properly and timely claimed, claimed a complete exemption with respect thereto pursuant to this Section 3.11 hereof3.9. Any Payee that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located or any treaty to which such jurisdiction is a party with respect to payments hereunder, (x) shall deliver to the Borrower such properly completed and executed documentation, if any, prescribed by applicable law or treaty as will permit such payments to be made without withholding or at a reduced rate, and if any taxes imposed on Payee receives or is granted any tax credit or deduction which in its reasonable judgment is allocable to a Gross-Up Payment, such Payee shall pay to the Borrower the amount payable of such credit or deduction to or for the account extent it will leave the Payee in no worse position than it would have been if the Borrower had not been required to make the Gross-Up Payment. Nothing contained herein shall interfere with the right of any Payee under FATCA, (y) to arrange its tax affairs in whatever manner it deems appropriate or to claim relief from a tax liability in priority to any taxes that are (other credit or would be) required under Applicable law then in effect deduction available to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (i), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentit.

Gross Up for Taxes. All payments of principal and interest on the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding taxes imposed on or measured by Administrative Agent’s or any Lender’s net income by the jurisdiction under which Administrative Agent or such Lender is organized or conducts business (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder) (all non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by Borrower shall be hereunder is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then Borrower will (i) pay directly to the relevant authority the full amount required to be so withheld or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Administrative Agent an official receipt or other documentation reasonably satisfactory to Administrative Agent evidencing such payment to such Payee authority, and (iii) pay to Administrative Agent for the account of Administrative Agent and Lenders such additional amount or Payees, amounts as is necessary to ensure that the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), net amount actually received by Administrative Agent and each Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Administrative Agent and such Lender would have received had no such withholding or deductions deduction been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding required. If any Taxes are directly asserted against Administrative Agent or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (w) any tax that would not have been payable or applicable had the applicable Payee or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof, (x) any taxes imposed on any amount payable to or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld Lender with respect to any payment received by Administrative Agent or such Lender hereunder, Administrative Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional amounts payable hereunder (including any penalty, interest or expense) as is necessary in respect order that the net amount received by such Person after the payment of a Payee such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date it becomes a Payee on which Administrative Agent or otherwise acquired an interest in an Obligation, except a person who becomes a such Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (i), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentfirst made demand therefor.

Gross Up for Taxes. If any Borrower Loan Party shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10)deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) such Borrower Loan Party shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment to the extent that (i) taxes are U.S. Federal taxes and the obligation to withhold or deduct such taxes existed on the date such Payee became a party to this Agreement or received its interest hereunder or, with respect to payments to a new lending office of such Payee, the date such Payee designated such new lending office with respect to the Advances hereunder; provided, however, that this clause (i) shall not apply to the extent the Gross-Up Payment any Payee, or any Payee acting through a new lending office, would be entitled to receive (without regard to this clause (i)) does not ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 exceed the Gross-Up Payment that the person making the transfer or selling the participation, or the Payee making the designation of such new lending office, would have been entitled to receive in the absence of such transfer, participation or designation, (ii) the obligation to pay such Gross-Up Payment would not have arisen but for a failure of by such Payee to comply with Section 3.11 hereof, or (iii) that is attributable to taxes imposed under FATCA (w) or any tax amendment thereto or successor version thereof that would not have been payable or applicable had the applicable Payee or Payees been eligible for, is substantively comparable to FATCA and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof, which compliance is not materially more onerous) or (xiv) any that are taxes imposed on any amount payable to or for the account measured by net income (however denominated), franchise taxes, or branch profits taxes imposed as a result of any Payee being organized under FATCAthe laws of, or having its principal office or lending office located in the jurisdiction imposing such tax or as a result of any present or former connection between such Payee and the jurisdiction imposing such tax (y) other than a connection arising solely from such Payee having executed, delivered, become a party to, performed its obligations under, received payments under, perfected a security interest under or enforced any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iOther Document), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.