Common use of Withholding Taxes Clause in Contracts

Withholding Taxes. To the extent required by any applicable Law, the Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To Regardless of any action the Company or any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related-items (“Tax Related-Items”), the Optionee acknowledges that the ultimate liability for all Tax Related-Items associated with the Option is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company and that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related-Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Related-Items. Further, if Optionee is subject to tax in more than one jurisdiction, the Optionee 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. The Optionee shall, no later than the date as of which the value of an Option first becomes includible in the gross income of the Optionee for purposes of Tax Related-Items, pay to the Company and/or the Employer, or make arrangements satisfactory to the Administrator (in its sole discretion) regarding payment of, all Tax Related-Items required by applicable law to be withheld by the Company and/or the Employer with respect to the Option. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company and/or the Employer shall, to the extent required permitted by applicable law, have the right to deduct any applicable Law, the Agent may deduct or withhold such Tax Related-Items from any payment of any kind otherwise due to any Lender the Optionee. The Company shall have the right to require the Optionee to remit to the Company an amount equivalent in cash sufficient to satisfy any applicable withholding Taxrequirements related thereto. With the approval of the Administrator, the Optionee may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld (or such other rate that will not cause adverse accounting consequences for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount of Tax Related-Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to the Option. The Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy its withholding obligation with respect to any Option. Depending on the withholding method, the Company may withhold or account for Tax Related-Items by considering maximum applicable rates to the extent permitted by the Plan, in which case the Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the Internal Revenue Service or any other Governmental Authority asserts obligation for Tax Related-Items is satisfied by withholding in Shares, for tax purposes, the Optionee shall be deemed to have been issued the full member of Shares issued upon exercise of the Options notwithstanding that a claim that member of the Agent did not properly withhold Tax from amounts paid to or Shares are held back solely for the account purpose of any Lender for any reason (including because paying the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and outRelated-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementItems.

Withholding Taxes. To Each Syndication Party represents that under the extent applicable law in effect as of the date it becomes a Syndication Party, it is entitled to receive any payments to be made to it hereunder without the withholding of any tax and will furnish to the Administrative Agent and to Borrower such forms, certifications, statements and other documents as the Administrative Agent or Borrower may request from time to time to evidence such Syndication Party’s exemption from the withholding of any tax imposed by any jurisdiction or to enable the Administrative Agent or Borrower, as the case may be, to comply with any applicable laws or regulations relating thereto. Without limiting the effect of the foregoing, each Syndication Party that was not created or organized under the laws of the United States of America or any state or other political subdivision thereof (“Non-US Lender”), shall, on the Closing Date, or upon its becoming a Syndication Party (for Persons that were not Syndication Parties on the Closing Date), furnish to the Administrative Agent and Borrower two original copies of IRS Form W-8BEN, W-8ECI, 4224, or Form 1001, as appropriate, (or any successor forms), or such other forms, certifications, statements of exemption, or documents as may be required by any applicable Law, the Agent may deduct IRS or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest errorAgent or Borrower, in their reasonable discretion, duly executed and completed by such Syndication Party, to establish, and as evidence of, such Syndication Party’s exemption from the withholding of United States tax with respect to any payments to such Syndication Party of interest or fees payable under any of the Loan documents. Each Further, each Non-US Lender hereby authorizes agrees, from time to time after the initial delivery by such Syndication Party of such forms, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such Syndication Party shall promptly (a) deliver to the Administrative Agent and to set-off Borrower two original copies of renewals, amendments or additional or successor forms, properly completed and apply duly executed by such Syndication Party, together with any and all amounts at any time owing other certificate or statement of exemption required in order to confirm or establish that such Syndication Party is not subject to United States withholding tax with respect to payments to such Lender Syndication Party under this Agreement the Loan Documents or (b) notify the Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other Loan Document against any amount due evidence. Notwithstanding anything herein to the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agentcontrary, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 Borrower shall not limit be obligated to make any payments hereunder to such Syndication Party until such Syndication Party shall have furnished to the Administrative Agent and Borrower each requested form, certification, statement or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementdocument.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.11. The agreements in this Section 13.22 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of in this Section 13.22, 8.11 shall include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Bank.

Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from in respect of any payment to any Lender an the amount equivalent to of any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from in respect of any amounts paid to or for the account of any such Lender for any reason (including because the appropriate form documentation was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was Taxes are correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or Agreement, any other Loan Document or otherwise against any amount due the Administrative Agent under this Section 13.228.10. The agreements in this Section 13.22 8.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the commitments and the repayment, satisfaction or discharge of all other obligationsSecured Obligations. For the avoidance of doubt, (1) for purposes of this Section 8.10, the term “Lender” shall, for purposes of this Section 13.22, shall include any Letter of Credit L/C Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLender.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 5.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.2212.11. The agreements in this Section 13.22 12.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Credit Parties pursuant to Section 5.04 and without limiting or expanding the obligation of the Credit Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.2212.12. The agreements in this Section 13.22 12.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 12.12 the term “Lender” shall, for purposes of this Section 13.22, shall include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Bank.

Withholding Taxes. To the extent required by any applicable Requirement of Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the U.S. Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of, withholding Tax ineffective)ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.2211.12. The agreements in this Section 13.22 11.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable LawLaws (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.15, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22paragraph. The agreements in this Section 13.22 paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22paragraph, include any Letter of Credit Issuer Issuing Bank and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLender.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.02. The agreements in this Section 13.22 8.02 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance purposes of doubtthis Section 8.02, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and includes any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Bank.

Withholding Taxes. To All payments on account of principal of and interest on the extent Loans and all other amounts payable hereunder by the Borrower, including (without limitation) amounts payable under this Section 6.6, shall be made free and clear of and without deductions or liabilities for any and all Taxes. The Borrower agrees to pay when due all Taxes. The Borrower agrees to indemnify the Lender against, and reimburse the Lender on demand for, any Taxes and any documented loss, liability, claim or expense, including interest, penalties and reasonable and documented legal fees, that the Lender may incur at any time arising out of or in connection with any failure of the Borrower to make payment of Taxes when due. In the event that the Borrower is required by any applicable Law, the Agent may law or regulation to deduct or withhold any Taxes from any payment amounts payable under this Agreement or the Loans, the Borrower shall promptly pay the Lender such additional amounts as may be required, after the deduction or withholding of Taxes, to any enable the Lender to receive from the Borrower on the due date thereof, an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service full amount stated to be payable to the Lender under this Agreement For purposes hereof, “Taxes” shall mean all present and future income, stamp, registration and other taxes and levies, imposts, deductions, charges or withholdings whatsoever, and all interest, penalties or similar amounts with respect thereto, now or hereafter imposed, assessed, levied or collected by or on behalf of the Republic of Argentina or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax political subdivision or taxing authority thereof or therein or by any authority of or in any jurisdiction from amounts paid or through which payments to or for the account of any the Lender for any hereunder are made, as a result or consequence of such payments The Borrower shall not be required to pay additional amounts different from the ones otherwise payable to the Lender pursuant to this Section 6.6, to the extent such additional amounts have been exclusively imposed by reason of: (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of i) a change in circumstance that rendered the exemption fromlending office of the Lender (other than pursuant to a request of the Borrower); or (ii) an assignment or transfer of a Loan, in whole or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectlyin part, by the Agent as Tax or otherwise, including any penalties, additions Lender to Tax or interest and together with all expenses a financial institution which is not (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge lending office of all other obligations. For the avoidance of doubt, (1which is not) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementan Eligible Bank.

Withholding Taxes. To the extent required by any applicable Law, the Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Each Lender shall severally indemnify the Internal Revenue Service or Agent, within 10 days after demand therefor, for (i) any other Governmental Authority asserts a claim Indemnified Taxes attributable to such Lender (but only to the extent that an Obligor has not already indemnified the Agent did not properly withhold Tax from amounts paid to or for such Indemnified Taxes and without limiting the account obligation of any Lender for Obligor to do so), (ii) any reason (including because Taxes attributable to such Lender’s failure to comply with the appropriate form was not delivered or was not properly executed or because such Lender failed provisions of Section 13.18(b) relating to notify the Agent maintenance of a change Participant Register and (iii) any Excluded Taxes attributable to such Lender, in circumstance each case, that rendered the exemption from, are payable or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, paid by the Agent as Tax in connection with any Loan Document, and any reasonable expenses arising therefrom or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurredrespect thereto, whether or not such Tax was 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.2213.20. The agreements in this Section 13.22 13.20 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 13.20 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To Without limitation to Section 8 of the extent required by any applicable LawAgreement, the Agent may deduct Employee hereby agrees that the Employee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If (if different) the Internal Subsidiary that employs the Employee or by Her Majesty’s Revenue Service & Customs (“HMRC”) (or any other Governmental Authority asserts tax authority or any other relevant authority). The Employee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Subsidiary that employs the Employee against any Tax-Related Items that they are required to pay or withhold on the Employee’s behalf or have paid or will pay on the Employee’s behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if the Employee is a claim director or executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Agent did Employee is a director or executive officer and income tax due is not properly withhold Tax collected from amounts or paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwiseEmployee by within 90 days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any uncollected tax may constitute a benefit to the Employee on which additional income tax and national insurance contributions may be payable. The Employee acknowledges that the Employee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or liability delivered to the Subsidiary that employs the Employee (as applicable) for the value of any Lender by employee national insurance contributions due on this additional benefit, which the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes Company and/or the Agent to set-off and apply any and all amounts Subsidiary that employs the Employee may recover from the Employee at any time owing to such Lender under this Agreement or thereafter by any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this means referred to in Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations 8 of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed or was invalid or because such Lender failed to notify the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of, withholding Tax ineffective)ineffective or for any other reason, such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.229.11. The agreements in this Section 13.22 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 9.11 shall not limit or expand the obligations of the Borrower Borrowers or any Guarantor other Credit Party under Section 5.1 2.20 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable LawLaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.12. The agreements in this Section 13.22 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Revolving Credit Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term a “Lender” shall, for purposes of this Section 13.229.12, include any Letter of Credit Issuer and any Swingline an Issuing Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementa Swing Line Lender.

Withholding Taxes. To the extent required by any applicable Law, the Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or Notwithstanding any other provision of this Agreement, the Trustee, as agent for the Company and the Guarantors, shall exclude and withhold from each payment of principal and interest and other amounts due hereunder or under the Securities or the Guarantees any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Securities or the Guarantees, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Holders of the Securities, that it will furnish to the Holders of the Securities such forms or certificates as are necessary or appropriate to provide the information described in Section 10.04(c)(1) or make the declaration or claim described in Section 10.04(c)(2), that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each Holder of a Security appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Holders may reasonably request from time to time. Notwithstanding anything contained herein to the contrary, the Trustee shall have no liability for withholding or paying such taxes or for filing such returns or statements unless such failure to withhold or pay such taxes or to file such returns or statements is due to the negligence or bad faith of the Trustee. In the event that the Trustee is also acting as Paying Agent, transfer agent, or Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article VI shall also be afforded to such Paying Agent, transfer agent, or Registrar. The Company will notify the Trustee of any change that becomes effective after the date hereof in the laws of the United Kingdom or any political subdivision or Taxing authority thereof or therein or any change in the interpretation or administration thereof the effect of which is to require the deduction or withholding of any amount of taxes pursuant to the Securities or the Guarantees.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender or the Issuing Lender an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender or the Issuing Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the Internal Revenue Service, any other Governmental Authority, or the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for or the Issuing Lender or any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed Tax is attributable to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffectiveLender's failure to maintain a Participant Register pursuant to Section 9.6(b), such Lender or the Issuing Lender, as applicable, shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by . The indemnity under this Section 8.13 shall be paid within 10 days after the relevant Governmental Authority. A certificate as Administrative Agent delivers to the applicable Lender a certificate stating the amount of such payment so paid or liability delivered to any Lender payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other Loan Document source against any amount due to the Administrative Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement8.13.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers pursuant to Section 5.01 and without limiting or expanding the obligation of the Borrowers to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.2212.13. The agreements in this Section 13.22 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender or the Issuing Lender an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender or the Issuing Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the Internal Revenue Service, any other Governmental Authority, or the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for or the Issuing Lender or any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed Tax is attributable to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffectiveLender’s failure to maintain a Participant Register pursuant to Section 9.6(b), such Lender or the Issuing Lender, as applicable, shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by . The indemnity under this Section 8.13 shall be paid within 10 days after the relevant Governmental Authority. A certificate as Administrative Agent delivers to the applicable Lender a certificate stating the amount of such payment so paid or liability delivered to any Lender payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other Loan Document source against any amount due to the Administrative Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement8.13.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective, or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 2.16 to the extent the Borrower is required to do so pursuant to such Section) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including reasonable legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 13.22Article VIII. The agreements in this Section 13.22 Article VIII shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.02. The agreements in this Section 13.22 8.02 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any withholding Tax applicable withholding Taxto such payment. If Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent, within 10 days after demand therefor, for any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction in the rate of, withholding Tax ineffective, or because of a Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other Loan Document source against any amount due to the Administrative Agent under this Section 13.228.12. The agreements in this Section 13.22 8.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance purposes of doubtthis Section 8.12, (1) the term “Lender” shall, for purposes of this Section 13.22, shall include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Bank.

Withholding Taxes. To Without limiting the generality of Section 2.17, to the extent required by any applicable LawRequirements of Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes attributable to such Lender and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 13.228.11. For the avoidance of doubt, a “Lender” shall, for purposes of this Section 8.11, include any Issuing Bank and the Swingline Lender. The agreements in this Section 13.22 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 5.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.2212.13. The agreements in this Section 13.22 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payments in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was Taxes were correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22Section. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section, the term “Lender” shall, for purposes of this Section 13.22, shall include any Letter of Credit Issuer Issuing Bank and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLender.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. The agreements in this Section 9.09 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Agreement and the repayment, satisfaction or discharge of all other obligations. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement9.09.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Taxtax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax tax ineffective, or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to SECTIONS 2.14 and 2.23 and without limiting, expanding or otherwise affecting any obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22SECTION 8.18. The agreements in this Section 13.22 SECTION 8.18 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this the Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable LawRequirement of Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22paragraph. The agreements in this Section 13.22 paragraph shall survive the resignation and/or or replacement of the Agent, Administrative Agent or any assignment of rights by, or the replacement of, a any Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsobligations under any Loan Document. For the avoidance of doubt, (1) the term “Lender” shall, for all purposes of this Section 13.22paragraph, include any Letter of Credit Issuer Issuing Bank and any the Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLender.

Withholding Taxes. To the extent required by any applicable LawRequirements of Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.17, each Lender shall severally indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed or executed, because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), ineffective or because such Lender shall indemnify and hold harmless failed to maintain a Participant/SPC Register in the Agent fully for all amounts paid, directly or indirectly, manner required by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental AuthoritySection 9.05(c)). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22paragraph. The agreements in this Section 13.22 paragraph shall survive the resignation and/or or replacement of the Agent, Administrative Agent or any assignment of rights by, or the replacement of, a any Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsobligations under any Loan Document. For the avoidance of doubt, (1) the term “Lender” shall, for all purposes of this Section 13.22paragraph, include any Letter of Credit Issuer Issuing Bank and any the Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLender.

Withholding Taxes. To Each Syndication Party represents that under the extent applicable law in effect as of the date it becomes a Syndication Party, it is entitled to receive any payments to be made to it hereunder without the withholding of any tax and will furnish to the Administrative Agent and to Borrower such forms, certifications, statements and other documents as the Administrative Agent or Borrower may request from time to time to evidence such Syndication Party’s exemption from the withholding of any tax imposed by any jurisdiction or to enable the Administrative Agent or Borrower, as the case may be, to comply with any applicable laws or regulations relating thereto. Without limiting the effect of the foregoing, each Syndication Party that was not created or organized under the laws of the United States of America or any state or other political subdivision thereof (“Non-US Lender”), shall, on the Closing Date, or upon its becoming a Syndication Party (for Persons that were not Syndication Parties on the Closing Date), furnish to the Administrative Agent and Borrower two original copies of IRS Form W-8BEN, W-8ECI, 4224, or Form 1001, as appropriate (or any successor forms), or such other forms, certifications, statements of exemption, or documents as may be required by any applicable Law, the Agent may deduct IRS or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest errorAgent or Borrower, in their reasonable discretion, duly executed and completed by such Syndication Party, to establish, and as evidence of, such Syndication Party’s exemption from the withholding of United States tax with respect to any payments to such Syndication Party of interest or fees payable under any of the Loan Documents. Each Further, each Non-US Lender hereby authorizes agrees, from time to time after the initial delivery by such Syndication Party of such forms, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such Syndication Party shall promptly (a) deliver to the Administrative Agent and to set-off Borrower two original copies of renewals, amendments or additional or successor forms, properly completed and apply duly executed by such Syndication Party, together with any and all amounts at any time owing other certificate or statement of exemption required in order to confirm or establish that such Syndication Party is not subject to United States withholding tax with respect to payments to such Lender Syndication Party under this Agreement the Loan Documents or (b) notify the Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other Loan Document against any amount due evidence. Notwithstanding anything herein to the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agentcontrary, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 Borrower shall not limit be obligated to make any payments hereunder to such Syndication Party until such Syndication Party shall have furnished to the Administrative Agent and Borrower each requested form, certification, statement or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementdocument.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender, Swingline Lender or L/C Issuer an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.18(a) or (c), each Lender, Swingline Lender and L/C Issuer shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender, Swingline Lender or L/C Issuer for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender, Swingline Lender or L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender, Swingline Lender and L/C Issuer hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender, Swingline Lender or L/C Issuer under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.15. The agreements in this Section 13.22 8.15 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, Swingline Lender or L/C Issuer, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable LawLaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.12. The agreements in this Section 13.22 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term a “Lender” shall, for purposes of this Section 13.229.12, include any Letter of Credit Issuer and any Swingline an Issuing Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementa Swing Line Lender.

Withholding Taxes. To the extent required by any applicable LawRequirement of Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22paragraph. The agreements in this Section 13.22 paragraph shall survive the resignation and/or or replacement of the Agent, Administrative Agent or any assignment of rights by, or the replacement of, a any Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsobligations under any Loan Document. For the avoidance of doubt, (1) the term “Lender” shall, for all purposes of this Section 13.22paragraph, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Bank.

Withholding Taxes. To the extent required by any applicable Law, the Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Each Lender shall severally indemnify the Internal Revenue Service or Agent, within 10 days after demand therefor, for (i) any other Governmental Authority asserts a claim Indemnified Taxes attributable to such Lender (but only to the extent that an Obligor has not already indemnified the Agent did not properly withhold Tax from amounts paid to or for such Indemnified Taxes and without limiting the account obligation of any Lender for Obligor to do so), (ii) any reason (including because Taxes attributable to such Lender’s failure to comply with the appropriate form was not delivered or was not properly executed or because such Lender failed provisions of Section 13.20(b) relating to notify the Agent maintenance of a change Participant Register and (iii) any Excluded Taxes attributable to such Lender, in circumstance each case, that rendered the exemption from, are payable or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, paid by the Agent as Tax in connection with any Loan Document, and any reasonable expenses arising therefrom or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurredrespect thereto, whether or not such Tax was 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from in respect of any payment to any Lender an the amount equivalent to of any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from in respect of any amounts paid to or for the account of any such Lender for any reason (including because the appropriate form documentation was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was Taxes are correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or Agreement, any other Loan Document or otherwise against any amount due the Administrative Agent under this Section 13.228.10. The agreements in this Section 13.22 8.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 8.10, the term “Lender” shall, for purposes of this Section 13.22, shall include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLender.

Withholding Taxes. To If any Lender is not a United States person within the extent required by meaning of Section 7701(a)(3) of the Internal Revenue Code, such Lender shall promptly (but in any applicable Law, event prior to the initial payment of interest hereunder) deliver to the Agent may deduct two executed copies of (i) Internal Revenue Service Form W-8BEN (or withhold any successor form) specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI (or any payment successor form) evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent and Borrower that such Lender is exempt from United States income tax withholding with respect to such income. Such Lender shall amend or supplement any Lender an amount equivalent such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any applicable withholding Tax. If determination by the Internal Revenue Service or that any other Governmental Authority asserts a claim that payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent did not properly withhold Tax the excess of the aggregate amount required to be withheld from amounts paid such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and at the sole expense of the Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide the Borrower with such forms, certificates or other documents as may be reasonably necessary to allow the Borrower to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any Lender for any reason tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the right and benefits (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenseswithout limitation economic benefits) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing available to such of the Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights byDocuments, or under or in connection with any transactions not related to the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementtransactions contemplated hereby.

Withholding Taxes. To the extent required by any applicable Applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffectiveineffective or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22paragraph. The agreements in this Section 13.22 paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To (a) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 12.12(a)(i)(A), (i)(B) and (i)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Notwithstanding anything in this Agreement to the contrary, (x) no Temasek Entity shall be required by this Section 12.12 to provide an IRS Form W-8EXP for the purpose of reducing or eliminating any withholding tax that may be imposed on any payments to any Temasek Entity made under the Loan Documents and (y) a failure to provide an IRS Form W-8EXP to the Borrower or the Agent shall not prevent any Temasek Entity from being in compliance with its obligations under this Section 12.12 for purposes of clause (c) of the definition of “Excluded Taxes”. Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent required by any applicable Lawit is legally entitled to do so, deliver to the Borrower and the Agent may deduct (in such number of copies as shall be requested by the recipient) on or withhold about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable: (i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service Loan Document, executed copies of IRS Form W- 8BEN or W-8BEN-E (or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the successor form), as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as pursuant to the amount “interest” article of such payment or liability delivered tax treaty and (y) with respect to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to setother applicable payments under any Loan Document, IRS Form W- 8BEN or W-8BEN-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the AgentE, any assignment of rights byestablishing an exemption from, or the replacement reduction of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.,

Withholding Taxes. To the extent required by any applicable LawLaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Taxtax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten (10) days after demand therefor, any and all taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax tax from amounts paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction ofof withholding tax, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 13.229.15. The agreements in this Section 13.22 9.15 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of any Loans and all other obligationsamounts payable hereunder. For the avoidance of doubt, (1i) the term “Lender” shall, for purposes of this Section 13.22, 9.15 include any Letter of Credit L/C Issuer and or Swing Line Lender, (ii) the Loan Parties shall not be responsible for any Swingline Lender amount described in this Section 9.15 and (2iii) nothing in this Section 13.22 9.15 shall not expand or limit or expand the obligations of the Borrower or any Guarantor Loan Parties under Section 5.1 or any other provision of this Agreement3.01.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.15, each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.10. The agreements in this Section 13.22 8.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of in this Section 13.22, 8.10 shall include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Bank.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 3.02 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses and any other expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.18. The agreements in this Section 13.22 9.18 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance purposes of doubtthis Section 9.18, (1) the term “Lender” shall, for purposes of this Section 13.22, include includes any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLC Issuer.

Withholding Taxes. To the extent required by any applicable LawRequirement of Law (as determined in good faith by the Purchaser Representative), the Agent Purchaser Representative may deduct or withhold from any payment to any Lender Purchaser under any Note Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.20, each Purchaser shall indemnify and hold harmless the Purchaser Representative against, and shall make payable in respect thereof within ten days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Purchaser Representative) incurred by or asserted against the Purchaser Representative by the IRS or any other Governmental Authority asserts as a claim that result of the Agent did not failure of the Purchaser Representative to properly withhold Tax from amounts paid to or for the account of any Lender such Purchaser for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender Purchaser failed to notify the Agent Purchaser Representative of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender Purchaser by the Administrative Purchaser Representative shall be conclusive absent manifest error. Each Lender Purchaser hereby authorizes the Agent Purchaser Representative to set-set off and apply any and all amounts at any time owing to such Lender Purchaser under this Agreement or any other Loan Note Document against any amount due the Agent Purchaser Representative under this Section 13.22paragraph. The agreements in this Section 13.22 paragraph shall survive the resignation and/or or replacement of the Agent, Purchaser Representative or any assignment of rights by, or the replacement of, a Lenderany Purchaser, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include obligations under any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementNote Document.

Withholding Taxes. To the extent required by any applicable LawBorrower agrees to pay to Lender such additional amounts (collectively, the Agent may deduct “Gross-up Amounts”) as are necessary in order that the net payment of any amount due hereunder or withhold from under any payment of the other Loan Documents to Lender, after deduction for or withholding of any present or future tax imposed by the United States (subject to the provisions of this Section 2.2.8), excluding Excluded Taxes of Lender, will be the amount that would have been required to be paid hereunder in the absence of such deduction or withholding. Any assignee of Lender an amount equivalent to and any Participant shall provide Borrower, on the effective date of the applicable withholding Tax. If assignment or participation with a form prescribed by the United States Internal Revenue Service (currently, Form W-9, Form W-8ECI or Form W-8BEN) certifying an exemption from United States withholding taxes with respect to all payments to be made to it under this Agreement and any other Loan Document at the date of such certificate, and if any assignee of Lender or any other Governmental Authority asserts Participant, fails to provide Borrower with the prescribed form referred to in the preceding sentence, indicating that such payments are not subject to United States withholding tax or are subject to such tax at a claim that the Agent did not properly rate reduced to zero by an applicable tax treaty, Borrower may withhold Tax taxes from amounts paid payments to or for the account of such assignee or Participant at the applicable statutory rate and shall not be obligated to pay any additional amounts described in the first sentence of this Section in respect of the Loan; provided, that this sentence shall be inapplicable to Lender, any assignee of Lender for and any reason (including because Participant in the appropriate event that Lender, any assignee of Lender and any Participant is not able to make the certification set forth in such prescribed form was not delivered or was not properly executed or because such Lender failed to notify the Agent as a result of a change in circumstance that rendered United States federal income tax law, regulation or judicial or administrative interpretation occurring after the exemption fromdate hereof, or, as to any assignee of any Lender or Participant, after the effective date of the applicable assignment or participation, or reduction ofof an amendment, withholding Tax ineffective)modification or revocation of an applicable tax treaty or a change in any official position regarding the application or interpretation thereof, such Lender shall indemnify and hold harmless in each case, occurring after the Agent fully for all amounts paiddate hereof or, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to any assignee of any Lender or Participant, after the amount effective date of the applicable assignment or participation; provided, however, that if Lender, any assignee of Lender and any Participant, as applicable, has knowledge of such payment change, Lender, any assignee of Lender and any Participant, as applicable, shall make reasonable efforts to provide Borrower with any form that reduces the applicable withholding tax rate below the statutory rate. In addition, Lender, any assignee of Lender and any Participant agrees that, when a lapse in time or liability delivered change in circumstances renders the previous certification obsolete or inaccurate in any material respect, and it has knowledge that the previous certification is obsolete or inaccurate in any material respect, it will make reasonable efforts to any Lender by provide Borrower with a new form to confirm or establish a continued exemption from or, if the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes last proviso of the Agent preceding sentence applies, reduction in withholding tax with respect to set-off and apply any and all amounts at any time owing payments made to such Lender it under this Agreement or Agreement. In the event that Borrower is obligated to pay any other Loan Document against any amount due additional amounts described in the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes first sentence of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations in respect of the Borrower Loan, Lender shall make commercially reasonable efforts to change the jurisdiction of its lending office if, in the reasonable judgment of Lender, doing so would eliminate or any Guarantor under Section 5.1 or any other provision of this Agreementreduce Borrower’s obligation to pay such additional amounts and would not be disadvantageous to Lender.

Withholding Taxes. To All payments made by the extent Company to the Underwriters under this Agreement will be free and clear of any present or future withholding and similar taxes, assessments or government charges imposed or levied by or on behalf of the Cayman Islands or any jurisdiction (including any political subdivision or taxing authority thereof or therein) in which the Company is otherwise resident for tax purposes or any other jurisdiction from or through which payment is made (each, a “Taxing Jurisdiction”), unless the Company is required by any applicable Law, the Agent may law to deduct or withhold such taxes, assessments or governmental charges. The Company agrees that, if it becomes legally required to make any withholding or deduction of such taxes, assessments or governmental charges, it will pay such additional amounts as may be necessary to ensure that each Underwriter will receive the amounts that it would have received if no such withholding or deduction had been made (including any withholding or deduction from any payment payments of such additional amounts), except to the extent that such taxes, assessments or governmental charges (i) were imposed due to any Lender an amount equivalent to present or future connection of the Underwriter with the Taxing Jurisdiction other than a connection that results from the execution, delivery and performance of this Agreement or the receipt of any applicable withholding Tax. If the Internal Revenue Service payments or any other Governmental Authority asserts a claim that the Agent did enforcement of rights hereunder or (ii) would not properly withhold Tax from amounts paid to or have been imposed but for the account failure of the Underwriter to comply with any Lender for any reason (including because reasonable certification, identification or other reporting requirements concerning the appropriate form was not delivered nationality, residence, identity or was not properly executed connection with the Taxing Jurisdiction of the Underwriter if such compliance is timely requested by the Company and required or because such Lender failed imposed by law as a precondition to notify the Agent of a change in circumstance that rendered the an exemption from, or reduction of, withholding Tax ineffective)in, such Lender shall taxes, assessments or governmental charges. The Company further agrees to indemnify and hold harmless the Agent fully for all amounts paidUnderwriter against any documentary, directly stamp, sales, transaction or indirectly, by the Agent as Tax or otherwisesimilar issue tax, including any interest and penalties, additions to Tax or interest on the creation, issue and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement sale of the AgentPublic Units, any assignment of rights byand on the execution, or the replacement ofdelivery, a Lender, the termination of this Agreement performance and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations enforcement of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementTransaction Documents.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers pursuant to Section 3.02 and without limiting or expanding the obligation of the Borrowers to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses and any other expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-off setoff and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.16. The agreements in this Section 13.22 9.16 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance purposes of doubtthis Section 9.16, (1) the term “Lender” shall, for purposes of this Section 13.22, include includes any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLC Issuer.

Withholding Taxes. To the extent required by any applicable Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Taxtax except to the extent that such Lender has established an exemption from or reduction of such withholding tax by complying with the requirements of paragraph (d), (e) or (f) of Section 2.21 or that such tax has been withheld by a Loan Party. If Without limiting or expanding the provisions of Section 2.21, each Lender shall indemnify the Administrative Agent against, and shall make payable in respect thereof within thirty (30) days after demand therefor, any and all taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.11. The agreements in this Section 13.22 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 5.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.2212.11. The agreements in this Section 13.22 12.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender,” shall, for purposes of this Section 13.2212.11, shall include any Letter of Credit Issuer Issuing Lender and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLender.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Taxtax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax tax ineffective, or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Sections 2.14 and 2.23 and without limiting, expanding or otherwise affecting any obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.18. The agreements in this Section 13.22 8.18 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this the Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To All payments by the Borrower of amounts payable under any Loan Document shall be payable without deduction for or on account of any present or future taxes, duties, or other charges levied or imposed by any Governmental Authority through withholding or deduction with respect to any such payments (but excluding any tax imposed on or measured by the net income or profit of a Bank) (all such taxes, duties or other charges, giving effect to the taxes excluded pursuant to the foregoing parenthetical herein the "Non-Excluded Taxes"). If any Non-Excluded Taxes are so levied or imposed, the Borrower shall make additional payments in such amounts so that every net payment of amounts payable by it under any Loan Document, after withholding or deduction for or on account of any Non-Excluded Taxes, will be equal to the amount provided for herein or therein; provided that the Borrower may withhold to the extent required by law and shall have no obligation to pay such additional amounts to any applicable LawBank to the extent that such Non-Excluded Taxes (a) are levied or imposed by reason of the failure or inability of such Bank to comply with the provisions of Section 2.14, or (b) are United States withholding taxes imposed (or branch profits taxes imposed in lieu thereof) on amounts payable to such Bank at the time the Bank becomes a party to the Loan Documents, except to the extent that such Bank's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this Section 2.13. The Borrower shall furnish promptly to the Agent for distribution to each affected Bank, as the case may deduct be, official receipts evidencing any such withholding or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementreduction.

Withholding Taxes. To the extent (a) All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, except as required by applicable law. If any applicable Law, law (as determined in the Agent may deduct good faith discretion of an applicable Withholding Agent) requires the deduction or withhold withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to any make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Agent or Lender receives an amount equivalent equal to the sum it would have received had no such deduction or withholding been made; provided, however, that Borrower shall not be required to increase any such amounts if the increase in such amount payable results from Agent’s or such Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Agent as promptly as possible after the date the payment of any Tax is due pursuant to applicable withholding Taxlaw certified copies of tax receipts evidencing such payment by Borrower. If the Internal Revenue Service Borrower fails to pay any Indemnified Taxes that are required to be deducted or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account withheld under this Section 10.11(a), without duplication of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed additional amounts already paid pursuant to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffectivethis Section 10.11(a), such Lender Borrower shall indemnify and hold Lender harmless the Agent fully for all amounts paidIndemnified Taxes, directly or indirectlypenalties and interest resulting from such failure, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all reasonable and documented costs and expenses (including legal attorneys’ fees and expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 Such indemnification obligation shall survive the resignation and/or replacement payment of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination all Obligations. For purposes of this Agreement and the repaymentSection 10.11, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer includes “Issuing Lender” and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementterm “applicable law” includes FATCA.

Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered by such Lender or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of, withholding Tax ineffective), without limitation or duplication of any amount payable under Section 2.16, such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental AuthorityAuthority (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Tax and without limiting the obligation of the Borrowers to do so). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the to Administrative Agent under this Section 13.22paragraph. The agreements in this Section 13.22 paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor Obligations under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers pursuant to Section 3.02 and without limiting or expanding the obligation of the Borrowers to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses and any other expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.16. The agreements in this Section 13.22 9.16 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance purposes of doubtthis Section 9.16, (1) the term “Lender” shall, for purposes of this Section 13.22, include includes any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLC Issuer.

Withholding Taxes. To If the extent Venture is directly or indirectly required by applicable federal, state, local or foreign tax laws to withhold any applicable Lawportion of any distribution or allocation to a Member, the Agent Venture shall withhold such amounts and make such payments to such taxing authorities as are necessary to ensure compliance with such tax laws. Any funds withheld by reason of this Section 6.06 shall nonetheless be deemed distributed or allocated (as the case may deduct or withhold from any payment be) to any Lender an amount equivalent to any applicable withholding Taxthe Member in question for all purposes under this Agreement. If the Internal Revenue Service Venture itself pays or incurs any tax (including penalties or interest) or similar charge directly or indirectly on behalf of any Member as required by applicable law (other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the than on account of all Members equally), that is not withheld from actual distributions to the Member, then the Venture may, at the option of the Managing Member, either (i) require the Member to reimburse the Venture for such payment or (ii) reduce any Lender for any reason (including because subsequent distributions to such Member by the appropriate form was not delivered or was not properly executed or because amount of such Lender failed to notify the Agent payment. The obligation of a change Member to reimburse the Venture for taxes that were paid or incurred shall continue after such Member Transfers its interest in circumstance that rendered the exemption fromVenture, after a withdrawal by such Member or reduction the dissolution of the Venture. Each Member agrees to furnish the Venture with any representations and forms as shall reasonably be requested by the Managing Member to assist it in determining the extent of, and in fulfilling, any withholding Tax ineffective), such Lender shall obligations it may have. Each Member agrees to indemnify and hold harmless the Agent fully Venture and the other Members from and against any liability with respect to taxes, interest or penalties which may be asserted by reason of the failure to deduct and withhold tax on amounts distributable or allocable to such Member. Any amount payable as an indemnity hereunder by a Member will be paid promptly to the Venture, and, if not so paid, the Venture will be entitled to retain any distributions due to such Member for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementamounts.

Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered by such Lender or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of, withholding Tax ineffective), without limitation or duplication of any amount payable under Section 2.16, such Lender shall indemnify Administrative Agent and hold harmless the Agent each of its Related Parties fully for all amounts paid, directly or indirectly, by the Administrative Agent and each of its Related Parties as Tax or otherwise, including any penalties, additions to Tax penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental AuthorityAuthority (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Tax and without limiting the obligation of the Borrower to do so). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the to Administrative Agent under this Section 13.22paragraph. The agreements in this Section 13.22 paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor Obligations under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payments in respect thereof within 15 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was Taxes were correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22Section. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section, the term “Lender” shall, for purposes of this Section 13.22, shall include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Bank.

Withholding Taxes. To the extent required by any applicable Applicable Law, the Administrative Agent may deduct or withhold from any payment to any a Lender an amount equivalent to any applicable U.S. federal withholding Tax. If the U.S. Internal Revenue Service or any other Governmental Government Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any a Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of, withholding Tax ineffective)ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. In addition, each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of this Agreement relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Financing Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Tax was Taxes were correctly or legally imposed or asserted by the relevant Governmental Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement any Financing Document or otherwise payable by the Administrative Agent to the Lender from any other Loan Document source against any amount due to the Administrative Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement8.09.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender Party an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 5.06, each Lender Party shall indemnify and hold harmless the Administrative Agent against, and shall make payment to the Administrative Agent in respect thereof within 15 days after demand therefor, any and all Taxes and related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax Taxes from amounts paid to or for the account of any such Lender Party for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender Party failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, of applicable withholding Tax Taxes ineffective), ) or in the event the Administrative Agent has paid over to the Internal Revenue Service or other Governmental Authority applicable withholding tax relating to a payment to a Lender Party but no deduction has been made from such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authoritypayment. A certificate as to the amount of such payment or liability delivered to any Lender Party by the Administrative Agent shall be conclusive absent manifest error. Each Lender Party hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other the Loan Document Documents against any amount due to the Administrative Agent under this Section 13.2210.09. The agreements in this Section 13.22 10.09 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderLender Party, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this This Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 10.09 shall not limit or expand impose any additional responsibility on the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLoan Parties.

Withholding Taxes. To Without limiting or expanding the provisions of Section 3.10, each Lender shall indemnify the Administrative Agent (to the extent required that Administrative Agent has not already been reimbursed by the Loan Parties and without limiting or expanding the obligation of the Loan Parties to do so) against, and shall make payable in respect thereof within ten (10) days after demand therefor, any applicable Lawand all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount amounts due the Administrative Agent under this Section 13.229.12. The agreements in this Section 13.22 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective, or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 2.13 to the extent the Borrower is required to do so pursuant to such Section) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including reasonable legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 13.22Article VIII. The agreements in this Section 13.22 Article VIII shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender or Swing Line Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 4.6(a) or (c), each Lender or Swing Line Lender shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender or Swing Line Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender or Swing Line Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or Swing Line Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender or Swing Line Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender or Swing Line Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.11. The agreements in this Section 13.22 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Swing Line Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.16, each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or any other Governmental Authority asserts asserted against the Administrative Agent as a claim that result of the failure of the Administrative Agent did not to properly withhold any Tax from amounts paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.08. The agreements in this Section 13.22 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for all purposes of this Section 13.229.08, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Lender.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender, Swingline Lender or L/C Issuer an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.18(a) or (c), each Lender, Swingline Lender and L/C Issuer shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender, Swingline Lender or L/C Issuer for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender, Swingline Lender or L/C Issuer by the Administrative Agent setting forth the basis for such payment or liability, shall be conclusive absent manifest error. Each Lender, Swingline Lender and L/C Issuer hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender, Swingline Lender or L/C Issuer under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.14. The agreements in this Section 13.22 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, Swingline Lender or L/C Issuer, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties pursuant to Section 2.17 and without limiting any obligation of the Loan Parties to do so pursuant to Section 2.17) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 13.22Article VIII. The agreements in this Section 13.22 paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligationsobligations under any Loan Document. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of in this Section 13.22, 8.10 shall include any Letter of Credit Issuer Issuing Bank and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLender.

Withholding Taxes. To the extent required by any applicable LawRequirements of Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22paragraph. The agreements in this Section 13.22 paragraph shall survive the resignation and/or or replacement of the Agent, Administrative Agent or any assignment of rights by, or the replacement of, a any Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsobligations under any Loan Document. For the avoidance of doubt, (1) the term “Lender” shall, for all purposes of this Section 13.22paragraph, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Bank.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other relevant Governmental Authority of the United States or other jurisdiction asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form documentation was not delivered or was not properly executed executed, or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Agent fully (to the extent that the Agent has not already been reimbursed by any Loan Party pursuant to Section 2.23 and without limiting or expanding the obligation of any Loan Party to do so) for all amounts paid, directly or indirectly, by the Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or Agreement, any other Loan Document or from any other sources against any amount due the Agent under this Section 13.2210.9. The agreements in this Section 13.22 10.9 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 10.9, the term “Lender” shall, for purposes of this Section 13.22, shall include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Lender.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 5.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.2212.11. The agreements in this Section 13.22 12.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender,” shall, for purposes of this Section 13.2212.11, shall include any Letter of Credit Issuer Issuing Lender and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLender.

Withholding Taxes. To (a) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 12.12(a)(i)(A), (i)(B) and (i)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Notwithstanding anything in this Agreement to the contrary, (x) no Temasek Entity shall be required by this Section 12.12 to provide an IRS Form W-8EXP for the purpose of reducing or eliminating any withholding tax that may be imposed on any payments to any Temasek Entity made under the Loan Documents and (y) a failure to provide an IRS Form W-8EXP to the Borrower or the Agent shall not prevent any Temasek Entity from being in compliance with its obligations under this Section 12.12 for purposes of clause (c) of the definition of “Excluded Taxes”. Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent required by any applicable Lawit is legally entitled to do so, deliver to the Borrower and the Agent may deduct (in such number of copies as shall be requested by the recipient) on or withhold about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable: (i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E (or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the successor form), as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as pursuant to the amount “interest” article of such payment or liability delivered tax treaty and (y) with respect to any Lender by other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to “business profits” or “other income” article of such Lender under this Agreement tax treaty; (ii) executed copies of IRS Form W-8ECI (or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.successor form);

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by any Credit Party pursuant to Section 5.04 and without limiting or expanding the obligation of any Credit Party to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.2212.13. The agreements in this Section 13.22 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable LawLaws (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten (10) days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction ofof withholding Tax, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 13.229.15. The agreements in this Section 13.22 9.15 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of any Loans and all other obligationsamounts payable hereunder. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, 9.15 include any Letter of Credit Issuer Swing Line Lender and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementL/C Issuer.

Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered by such Lender or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of, withholding Tax ineffective), without limitation or duplication of any amount payable under Section 2.16, such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental AuthorityAuthority (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Tax and without limiting the obligation of the Borrower to do so). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the to Administrative Agent under this Section 13.22paragraph. The agreements in this Section 13.22 paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor Obligations under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding TaxTax except to the extent that such Lender has established an exemption from or reduction of such withholding Tax by complying with the requirements of paragraph (f) or (g) of Section 2.17 or that such Tax has been withheld by a Loan Party. If Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify the Administrative Agent against, and shall make payable in respect thereof within thirty (30) days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.11. The agreements in this Section 13.22 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers pursuant to Section 3.02 and without limiting or expanding the obligation of the Borrowers to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses and any other expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.16. The agreements in this Section 13.22 9.16 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance purposes of doubtthis Section 9.16, (1) the term “Lender” shall, for purposes of this Section 13.22, include includes any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLC Issuer.

Withholding Taxes. To the extent required by any applicable Law, the Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Each Lender shall severally indemnify the Internal Revenue Service or Agent, within 10 days after demand therefor, for (i) any other Governmental Authority asserts a claim Indemnified Taxes attributable to such Lender (but only to the extent that an Obligor has not already indemnified the Agent did not properly withhold Tax from amounts paid to or for such Indemnified Taxes and without limiting the account obligation of any Lender for Obligor to do so), (ii) any reason (including because Taxes attributable to such Xxxxxx’s failure to comply with the appropriate form was not delivered or was not properly executed or because such Lender failed provisions of Section 13.18(b) relating to notify the Agent maintenance of a change Participant Register and (iii) any Excluded Taxes attributable to such Lender, in circumstance each case, that rendered the exemption from, are payable or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, paid by the Agent as Tax in connection with any Loan Document, and any reasonable expenses arising therefrom or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurredrespect thereto, whether or not such Tax was 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.2213.20. The agreements in this Section 13.22 13.20 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 13.20 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed or was invalid or because such Lender failed to notify the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of, withholding Tax ineffective)ineffective or for any other reason, such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.229.11. The agreements in this Section 13.22 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1a) the term “Lender” shall, for purposes of this Section 13.229.11, include any Letter of Credit Issuer the Issuing Bank and any Swingline Swing Line Lender and (2b) this Section 13.22 9.11 shall not limit or expand the obligations of the Borrower Borrowers or any Guarantor other Credit Party under Section 5.1 2.20 or any other provision of this Agreement.

Withholding Taxes. To the extent required by any applicable Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by any Credit Party pursuant to Section 5.01 and without limiting or expanding the obligation of any Credit Party to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or Agreement, any other Loan Credit Document or otherwise against any amount due the Administrative Agent under this Section 13.2212.13. The agreements in this Section 13.22 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance purposes of doubtthis Section 12.14, (1) the term “Lender” shall, for purposes of this Section 13.22, include includes any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Bank.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender, Swingline Lender or L/C Issuer an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.18(a) or (c), each Lender, Swingline Lender and L/C Issuer shall indemnify the Administrative Agent against, and shall make payable in respect thereof within 15 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender, Swingline Lender or L/C Issuer for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender, Swingline Lender or L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender, Swingline Lender and L/C Issuer hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender, Swingline Lender or L/C Issuer under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.15. The agreements in this Section 13.22 8.15 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, Swingline Lender or L/C Issuer, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent (a) (x) Agent shall withhold any Taxes required by any applicable Law, the Agent may deduct or withhold from Applicable Laws and Regulations to be withheld on any payment to Lessor or any Lender Assignee, except to the extent that Lessor or such Assignee has furnished to Agent the information set forth in Section 11.3(a)(y) entitling such Person to an exemption from withholding Taxes. Except to the extent set forth in Section 11.6, the amount equivalent payable to Lessor or any Assignee shall be reduced by the amount of any withholding Taxes required to be withheld by Agent pursuant to the preceding sentence and Lessee and Agent shall have no liability or obligation to Lessor or such Assignee with respect to any applicable such withholding Tax. If Taxes, except to the Internal Revenue Service or any other Governmental Authority asserts a claim extent that the Agent did not properly is required to withhold Tax from amounts paid to or for such withholding Taxes as the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent result of a change in circumstance that rendered Applicable Laws and Regulations (only if such change in Applicable Laws and Regulations occurs after Lessor or the exemption fromrelevant Assignee has become a party to this Lease or the Lessor Assignment Agreement, or reduction of, withholding Tax ineffectiveas applicable), such Lender in which case Lessee shall be responsible for, and shall indemnify and hold harmless Agent (without duplication of any indemnification required in Section 11.2(a)) on a Grossed-Up Basis against, any claims regarding such withholding taxes made against the Agent, to the extent, but only to the extent, Agent fully has actually paid funds to a taxing authority with respect to such withholding Taxes or receives a demand for all amounts paidsuch payments from any taxing authority. In accepting and carrying out its duties with respect to withholding Taxes pursuant to this Section 11.3, directly or indirectly, by Agent shall act as the Agent as Tax or otherwise, including any penalties, additions duly authorized agent of Lessee to Tax or interest act on behalf of Lessee under the withholding provisions of Chapter 3 of the Code. Lessee shall file notice of such appointment with the Director of Foreign Operations District of Internal Revenue Service in accordance with Treas. Reg. §1.1441-7(b). Such agency shall terminate in the event that Applicable Laws and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate Regulations are amended so as to release Lessee of the amount of such payment or liability delivered obligation to any Lender withhold Taxes with respect to payments made by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent Lessee to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements Lease and in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, event upon termination or the replacement of, a Lender, the termination expiration of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementLease.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Taxtax. If Without limiting or expanding the provisions of Section 3.01, each Lender and each L/C Issuer shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax tax from amounts paid to or for the account of any Lender or any L/C Issuer for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender or such L/C Issuer failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax tax ineffective); provided that no Lender or L/C Issuer shall be liable for the payment to the Administrative Agent of any Taxes and any related losses, such Lender shall indemnify claims, liabilities and hold harmless expenses resulting from the Agent fully for all amounts paidAdministrative Agent’s own gross negligence or willful misconduct, directly or indirectly, as determined by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authorityfinal judgment of a court of competent jurisdiction. A certificate as to the amount of such payment or liability delivered to any Lender or such L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each L/C Issuer hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender or L/C Issuer under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.12. The agreements in this Section 13.22 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderLender or L/C Issuer, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaw (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender or under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.18, each Lender shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender or for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender or under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.16. The agreements in this Section 13.22 8.16 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderLender or, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 8.16, the term “Lender” shall, for purposes of this Section 13.22, shall include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementL/C Issuer.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.20, each Lender shall indemnify and hold harmless the Administrative Agent against, within ten Business Days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.13. The agreements in this Section 13.22 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding TaxTaxes. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax Taxes from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of, withholding Taxes ineffective or for any other reason, or if Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax ineffective)from such payment, or if any Taxes paid or payable by Administrative Agent are attributable to a Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register, such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes (whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority) or otherwise, including any penalties, additions to Tax penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authoritywithin 10 days after demand therefor. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other Loan Document source against any amount due to the Administrative Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement9.10.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender or Issuing Bank an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.15, each Lender and Issuing Bank shall indemnify and hold harmless the Administrative Agent against any and all Taxes (including any related interest, penalties or additions to tax) and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts a claim that as the result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender or Issuing Bank for any reason (including including, without limitation, because the appropriate applicable form was not delivered or was not properly executed executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender . Indemnification payments in respect of any of the foregoing shall indemnify and hold harmless be made to the Administrative Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authoritywithin 10 days after demand therefor. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing owning to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.10. The agreements in this Section 13.22 9.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderLender or Issuing Bank, the termination of this Agreement and the repayment, satisfaction or discharge of any Loans and all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementamounts payable hereunder.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payments in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was Taxes were correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.22Section. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender, Swingline Lender or L/C Issuer an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.18(a) or (c), each Lender, Swingline Lender and L/C Issuer shall indemnify the Administrative Agent against, and shall make payable in respect thereof within 15 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender, Swingline Lender or L/C Issuer for any reason (including because the appropriate form documentation was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender, Swingline Lender or L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender, Swingline Lender and L/C Issuer hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender, Swingline Lender or L/C Issuer under this Agreement or Agreement, any other Loan Document or otherwise against any amount due the Administrative Agent under this Section 13.228.15. The agreements in this Section 13.22 8.15 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, Swingline Lender or L/C Issuer, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.02. The agreements in this Section 13.22 8.02 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance purposes of doubtthis Section 8.02, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and includes any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.Issuing Bank. 101

Withholding Taxes. To the extent required by any applicable Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Credit Parties pursuant to Section 5.04 and without limiting or expanding the obligation of the Credit Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.2212.13. The agreements in this Section 13.22 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender or L/C Issuer an amount equivalent to any applicable withholding Taxtax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender and each L/C Issuer shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax tax from amounts paid to or for the account of any Lender or any L/C Issuer for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender or such L/C Issuer failed to notify the Administrative Agent of a change in 140 circumstance that rendered the exemption from, or reduction of, withholding Tax tax ineffective); provided that no Lender or L/C Issuer shall be liable for the payment to the Administrative Agent of any Taxes and any related losses, such Lender shall indemnify claims, liabilities and hold harmless expenses resulting from the Agent fully for all amounts paidAdministrative Agent’s own gross negligence or willful misconduct, directly or indirectly, as determined by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authorityfinal judgment of a court of competent jurisdiction. A certificate as to the amount of such payment or liability delivered to any Lender or L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each L/C Issuer hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender or L/C Issuer under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.12. The agreements in this Section 13.22 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderLender or L/C Issuer, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any withholding Tax applicable withholding Taxto such payment. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a any change in circumstance that which rendered the exemption from, or reduction of, withholding Tax ineffective), or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to a Loan Document without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent fully fully. Within 10 days after written demand therefor, for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax tax or interest and together with all expenses incurred (including legal expenses, allocated internal costs and out-of-pocket expenses) incurredexpense(s), whether unless such amounts have been indemnified by any Borrower or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authorityother Loan Party. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.10. The agreements in this Section 13.22 8.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 8.10, the term “Lender” shall, for purposes of this Section 13.22, include includes any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementIssuing Bank.

Withholding Taxes. To the extent required by any applicable Lawlaws (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 5.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.2212.14. The agreements in this Section 13.22 12.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 12.14, the term “Lender” shall include any Issuing Bank and any Swingline Lender. Quebec Liens (Hypothecs) . Without limiting the provisions of Section 12.13, for the purposes of holding any hypothec granted to the Collateral Agent pursuant to the laws of the Province of Quebec to secure payment of any Obligations of any Credit Party, each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent and, to the extent necessary, ratifies the appointment and authorization of the Collateral Agent, to act as the hypothecary representative (i.e., “fondé de pouvoir”) of the creditors as contemplated under Article 2692 of the Civil Code of Quebec of and for all present and future Secured Creditors. The Collateral Agent, in its capacity as hypothecary representative, shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, the terms of the applicable deed of hypothec or pledge agreement to which it is a party or the Applicable Laws, all rights and remedies given to the Collateral Agent pursuant to any such deed of hypothec, pledge agreement and Applicable Laws, and (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Creditors. Any person who becomes a Secured Creditor shall, for purposes by its execution of an Assignment and Assumption Agreement (and, in the case of Secured Bank Product Providers, by virtue of the actions taken pursuant to Section 12.12), be deemed to have consented to and confirmed the Collateral Agent as the hypothecary representative as aforesaid and to have ratified, as of the date it becomes a Secured Creditor, all actions taken by the Collateral Agent. The substitution of the Collateral Agent pursuant to the provisions of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand 12 also constitute the obligations substitution of the Borrower or Collateral Agent as hypothecary representative as aforesaid. The execution, prior to this Agreement, of any Guarantor under Section 5.1 deed of hypothec, pledge agreement or any other provision Security Document by the Collateral Agent, in its capacity as hypothecary representative, is hereby ratified and confirmed. Reports . Each Lender agrees (a) that no Agent makes any representation or warranty as to the accuracy or completeness of this Agreementany field audit, examination or appraisal (each a “Report”), and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that the Agents or any other Person performing any audit or examination will inspect only specific information regarding the Obligations or the Collateral and will rely significantly upon the Credit Parties’ books and records as well as upon representations of the Credit Parties’ officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless Agents and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as any claims arising in connection with the any third parties that obtain any part or contents of a Report through such Lender.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender Party an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 4.06, each Lender Party shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 15 days after demand therefor, any and all Taxes and related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax Taxes from amounts paid to or for the account of any such Lender Party for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender Party failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, of applicable withholding Tax Taxes ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender Party by the Administrative Agent shall be conclusive absent manifest error. Each Lender Party hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other the Loan Document Documents against any amount due to the Administrative Agent under this Section 13.229.08. The agreements in this Section 13.22 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderLender Party, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this This Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 9.08 shall not limit or expand impose any additional responsibility on the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.Loan Parties. 129

Withholding Taxes. To As between the extent required by Lessee on one hand, and the ----------------- Lessor or the Agent and any applicable LawParticipant on the other hand, the Agent may deduct or withhold from any payment Lessee shall be responsible for, and, subject to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account provisions of any Lender for any reason Sections 13.5(g) and (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffectiveh), such Lender the ------------------------ Lessee shall indemnify and hold harmless the Agent fully for all amounts paidLessor, directly or indirectly, by the Agent as and the Participants (without duplication of any indemnification required by subsection (a)) on an After Tax Basis against, any obligation for United States or otherwise, including any penalties, additions to Tax or interest and together foreign withholding taxes imposed in respect of payments with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as respect to the amount Participation Interests or with respect to Rent payments under the Lease or payments of the Asset Termination Value or Purchase Option Price (and, if the Lessor, the Agent or any Participant receives a demand for such payment or liability delivered to from any Lender by taxing authority, the Administrative Lessee shall be conclusive absent manifest error. Each Lender hereby authorizes discharge such demand on behalf of the Lessor, the Agent to set-off and apply any and all amounts at any time owing to or such Lender under Participant). Notwithstanding the foregoing provisions of this Agreement Section 13.5(e) or any other Loan -------------- provision of any Operative Document to the contrary, the Lessee shall not be responsible for and shall not be required to indemnify or otherwise hold harmless any Person from or against any amount due withholding tax imposed as a collection device for, or in substitution or lieu of, an income, franchise or similar tax to the Agent under extent such income, franchise or similar tax would not otherwise be subject to indemnification pursuant to this Section 13.2213.5 (a "Qualified ------------ --------- Withholding Tax"). The agreements in this As used herein, Qualified Withholding Taxes include, without --------------- limitation, any withholding taxes arising under Section 13.22 shall survive the resignation and/or replacement 871, 881, 1441 or 1442 of the AgentCode and any similar taxes arising under state, local or foreign law as well as any assignment of rights bywithholding tax imposed as a collection device for, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction in substitution or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations lieu of the Borrower or any Guarantor under Imposition that qualifies as an "income tax" within the meaning of United States Treasury Regulation Section 5.1 or any other provision of this Agreement1.901-2.

Withholding Taxes. To the extent required by any applicable LawLaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.229.12. The agreements in this Section 13.22 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “a "Lender” " shall, for purposes of this Section 13.229.12, include any Letter of Credit Issuer and any Swingline an Issuing Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementa Swing Line Lender.

Withholding Taxes. To the extent required by any applicable Law, the Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Each Lender shall severally indemnify the Internal Revenue Service or Agent, within 10 days after demand therefor, for (i) any other Governmental Authority asserts a claim Indemnified Taxes attributable to such Lender (but only to the extent that an Obligor has not already indemnified the Agent did not properly withhold Tax from amounts paid to or for such Indemnified Taxes and without limiting the account obligation of any Lender for Obligor to do so), (ii) any reason (including because Taxes attributable to such Lxxxxx’s failure to comply with the appropriate form was not delivered or was not properly executed or because such Lender failed provisions of Section 13.20(b) relating to notify the Agent maintenance of a change Participant Register and (iii) any Excluded Taxes attributable to such Lender, in circumstance each case, that rendered the exemption from, are payable or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, paid by the Agent as Tax in connection with any Loan Document, and any reasonable expenses arising therefrom or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurredrespect thereto, whether or not such Tax was 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.. 382

Withholding Taxes. To Notwithstanding anything to the extent contrary contained in this Section 10 (other than subsection 10.1(viii) above), if Lessee is required by law to make any applicable Law, the Agent may deduct or withhold withholding from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service Rent or any other Governmental Authority asserts amount payable by Lessee to an Indemnitee under this Lease, Lessee shall pay to such Indemnitee such additional amount as may be necessary to enable such Indemnitee to receive (after such withholding) and retain an amount equal to the full amount then payable to such Indemnitee absent such withholding. As soon as practicable after Lessee makes any withholding from any amount payable to an Indemnitee under this Lease, Lessee shall deliver to such Indemnitee a receipt or other document, reasonably satisfactory to such Indemnitee and reasonably obtainable by Lessee, evidencing such withholding and the payment of the amount withheld to the relevant governmental authority, for the purpose of enabling such Indemnitee to substantiate a claim that for credit or deduction for income tax purposes of the Agent did amounts so withheld. If Lessee pays to Lessor pursuant to this Section 10.2 any additional amount with respect to any withholding for which Lessee is not properly withhold Tax from amounts paid required by Section 10.1 hereof to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because indemnify Lessor, Lessor shall repay such Lender failed additional amount to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, Lessee within 30 days after Lessor receives Lessee's written request therefor accompanied by the Agent as Tax receipt or otherwiseother document referred to in the preceding sentence, including any penalties, additions to Tax or interest and together with all expenses (including legal expensesinterest on such amount repaid at LIBOR as in effect from time to time, allocated internal costs and out-of-pocket expenses) incurredin such case, whether or Lessee shall not be further obliged to pay such Tax was correctly or legally additional amount in the future once it is determined that Lessee is not required to indemnify for such withholding. This Section 10.2 shall not apply to any withholding tax imposed or asserted by the relevant Governmental Authority. A certificate as to the amount United States of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementAmerica.

Withholding Taxes. To the extent required by any applicable Lawlaws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.16 (Taxes), each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.2210.9. The agreements in this Section 13.22 10.9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.

Withholding Taxes. To All payments by the extent required Borrower of principal ------------------ of and interest on the Loans and of all fees and other amounts payable under the Loan Documents shall be made free and clear of, and without deduction by reason of, any present or future taxes, duties, imposts, assessments or other charges levied or imposed by any applicable LawGovernmental Authority (other than taxes on the overall net income of the Agent or any Lender). If any such taxes, duties, imposts, assessments or other charges are so levied or imposed, the Agent may deduct Borrower will (a) make additional payments in such amounts so that every net payment of principal of and interest on the Loans and of all other amounts payable by it under the Loan Documents, after withholding or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service deduction for or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the on account of any Lender for any reason such present or future taxes, duties, imposts, assessments or other charges (including because any tax imposed on or measured by net income of the appropriate form was Agent or a Lender attributable to payments made to or on behalf of the Agent or a Lender pursuant to this Section 3.5 and any penalties or interest attributable to such ----------- payments), will not delivered be less than the amount provided for herein or was not properly executed therein absent such withholding or because deduction (provided that the Borrower shall have no -------- obligation to pay such additional amounts to the Agent or any Lender to the extent that such taxes, duties, imposts, assessments or other charges are levied or imposed by reason of the failure of the Agent or such Lender failed to notify comply with the provisions of Section 3.6), (b) make such withholding or deduction, and (c) ----------- remit the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. The Borrower shall furnish promptly to the Agent for distribution to each affected Lender, as the case may be, upon request of a change in circumstance that rendered the exemption fromsuch Lender, official receipts evidencing any such withholding or reduction of, withholding Tax ineffective), such Lender shall reduction. The Borrower will indemnify and hold harmless the Agent fully for all amounts paidand each Lender (without duplication) against, directly or indirectly, by and reimburse the Agent as Tax and each Lender for, all present and future taxes, duties, imposts, assessments or otherwise, other charges (including any penalties, additions to Tax or interest and together with all expenses penalties) levied or collected (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on the overall net income of the Agent or such Tax was correctly Lender, on or legally in respect of this Agreement, any of the Loan Documents or the Obligations or any portion thereof (the "reimbursable taxes"). Any such indemnification shall be ------------------ on an after-tax basis, taking into account any such reimbursable taxes imposed or asserted by on the relevant Governmental Authorityamounts paid as indemnity. A certificate as Without prejudice to the amount survival of such payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 13.22. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, term or the replacement of, a Lender, the termination provision of this Agreement and the repaymentAgreement, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under this Section 5.1 or any 3.5 shall survive the repayment of the Loans, the Letter of Credit ----------- Liabilities and the other provision Obligations and termination of this Agreementthe Commitments.

Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding TaxTaxes. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax Taxes from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of, withholding Taxes ineffective or for any other reason, or if Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax ineffective)from such payment, or if any Taxes paid or payable by Administrative Agent are attributable to a Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register, such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes (whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority) or otherwise, including any penalties, additions to Tax penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authoritywithin ten (10) days after demand therefor. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other Loan Document source against any amount due to the Administrative Agent under this Section 13.229.10. The agreements in this Section 13.22 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Confidential and the repayment, satisfaction or discharge of all other obligationsProprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 133

Withholding Taxes. To the extent required by any applicable Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Taxtax except to the extent that such Lender has established an exemption from or reduction of such withholding tax by complying with the requirements of paragraph (d) or (e) of Section 2.21 or that such tax has been withheld by a Loan Party. If Without limiting or expanding the provisions of Section 2.21, each Lender shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within thirty (30) days after demand therefor, any and all taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax tax ineffective), such Lender shall indemnify and hold harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 13.228.11. The agreements in this Section 13.22 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreement.152

Withholding Taxes. If any Lender is a "foreign corporation, partnership or trust" within the meaning of the IRC and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the IRC, such Lender agrees with and in favor of Agent and Borrowers, to deliver to Agent and Administrative Borrower: if such Lender claims an exemption from withholding tax pursuant to its portfolio interest exception, (A) a statement of the Lender, signed under penalty of perjury, that it is not a (I) a "bank" as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder (within the meaning of Section 881(c)(3)(B) of the IRC), or (III) a controlled foreign corporation described in Section 881(c)(3)(C) of the IRC, and (B) a properly completed IRS Form W-8BEN, before the first payment of any interest under this Agreement and at any other time reasonably requested by Agent or Administrative Borrower; if such Lender claims an exemption from, or a reduction of, withholding tax under a United States tax treaty, properly completed IRS Form W-8BEN before the first payment of any interest under this Agreement and at any other time reasonably requested by Agent or Administrative Borrower; if such Lender claims that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before the first payment of any interest is due under this Agreement and at any other time reasonably requested by Agent or Administrative Borrower; such other form or forms as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding tax. Such Lender agrees promptly to notify Agent and Administrative Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction. If any Lender claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender, such Lender agrees to notify Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrowers to such Lender. To the extent required by of such percentage amount, Agent will treat such Lender's IRS Form W-8BEN as no longer valid. If any Lender is entitled to a reduction in the applicable Lawwithholding tax, the Agent may deduct or withhold from any interest payment to any such Lender an amount equivalent to any the applicable withholding Taxtax after taking into account such reduction. If the Internal Revenue Service forms or other documentation required by subsection (a) of this Section are not delivered to Agent, then Agent may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that the Agent did not properly withhold Tax tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Agent of a change in circumstance that circumstances which rendered the exemption from, or reduction of, withholding Tax tax ineffective), or for any other reason) such Lender shall indemnify and hold Agent harmless the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax tax or otherwise, including penalties and interest, and including any penaltiestaxes imposed by any jurisdiction on the amounts payable to Agent under this Section, additions to Tax or interest and together with all costs and expenses (including legal attorneys fees and expenses). The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent. All payments made by Borrowers hereunder or under any note or other Loan Document will be made without setoff, allocated internal costs counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and out-clear of-pocket expenses, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) incurredor by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, whether any tax imposed by any jurisdiction or not such Tax was correctly by any political subdivision or legally imposed taxing authority thereof or asserted therein (i) measured by or based on the relevant Governmental Authority. A certificate as net income or net profits of a Lender, or (ii) to the extent that such tax results from a change in the circumstances of the Lender, including a change in the residence, place of organization, or principal place of business of the Lender, or a change in the branch or lending office of the Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment or liability delivered to any Lender by the Administrative shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set-off and apply any and of all amounts at any time owing to such Lender due under this Agreement or under any other Loan Document against note, including any amount due the Agent under paid pursuant to this Section 13.22. The agreements in this Section 13.22 16.11(e) after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrowers shall survive not be required to increase any such amounts payable to Agent or any Lender (i) that is not organized under the resignation and/or replacement laws of the AgentUnited States, any assignment of rights by, or if such Person fails to comply with the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes requirements of this Section 13.2216.11, include or (ii) if the increase in such amount payable results from Agent's or such Lender's own willful misconduct or gross negligence. Administrative Borrower will furnish to Agent as promptly as possible after the date the payment of any Letter Taxes is due pursuant to applicable law certified copies of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this Agreementtax receipts evidencing such payment by Borrowers.

Withholding Taxes. To the extent required by any applicable Lawlaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers pursuant to Section 5.01 and without limiting or expanding the obligation of the Borrowers to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive conclu- sive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set-set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 13.2212.13. The agreements in this Section 13.22 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 13.22, include any Letter of Credit Issuer and any Swingline Lender and (2) this Section 13.22 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 5.1 or any other provision of this AgreementObligations.