Taxes. (a) All payments made by the Company or any Subsidiary Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding # net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Applicable Agent or any Lender as a result of a present or former connection between such Applicable Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Applicable Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document) and # any branch profit taxes imposed by the United States or any similar tax imposed by any other Governmental Authority. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to any Applicable Agent or any Lender hereunder, # the Company or such Subsidiary Borrower (as applicable) shall make such deductions and shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable laws and # the amounts so payable to such Applicable Agent or such Lender hereunder shall be increased to the extent necessary to yield to such Applicable Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that neither the Company nor any Subsidiary Borrower shall not be required to increase any such amounts payable to any Applicable Agent or any Lender with respect to any Non-Excluded Taxes except to the extent that any change in applicable law, treaty or governmental rule, regulation or governmental authorization after the time such Lender (including any new or successor Administrative Agent) becomes a party to this Agreement (“Change in Tax Law”), shall result in an increase in the rate of any deduction, withholding or payment from that in effect at the time such Lender becomes a party to this Agreement, in respect of payments to such Lender hereunder, but only to the extent of such increase. Notwithstanding anything to the contrary herein, neither the Company nor any Subsidiary Borrower shall not be required to increase any amounts payable to any Applicable Agent or any Lender with respect to any Non-Excluded Taxes that are attributable to such Person’s failure to comply with the requirements of paragraph [(d) or (e) of this Section 2.15]5] except as such failure relates to a Change in Tax Law rendering such Person legally unable to comply or # are Taxes imposed under FATCA.

2.15Taxes. (a) All payments made by the Company under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding # net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document) and # any branch profit taxes imposed by the United States or any similar tax imposed by any other Governmental Authority. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, # the Company (as applicable) shall make such deductions and shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable laws and # the amounts so payable to the Administrative Agent or such Lender hereunder shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Company shall not be required to increase any such amounts payable to the Administrative Agent or any Lender with respect to any Non-Excluded Taxes except to the extent that any change in applicable law, treaty or governmental rule, regulation or governmental authorization after the time such Lender (including any new or successor Administrative Agent) becomes a party to this Agreement (“Change in Tax Law”), shall result in an increase in the rate of any deduction, withholding or payment from that in effect at the time such Lender becomes a party to this Agreement, in respect of payments to such Lender hereunder, but only to the extent of such increase. Notwithstanding anything to the contrary herein, the Company shall not be required to increase any amounts payable to the Administrative Agent or any Lender with respect to any Non-Excluded Taxes that are attributable to such Person’s failure to comply with the requirements of paragraph [(d) or (e) of this Section 2.15]5] except as such failure relates to a Change in Tax Law rendering such Person legally unable to comply or # are Taxes imposed under FATCA.

SECTION # Taxes. (a) Any and all payments to the Lenders or the Administrative Agents hereunder by a Borrower or on behalf of any Borrower shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding # income or franchise and similar taxes imposed on (or measured by) net income imposed on any Administrative Agent or any Lender (or participant) by the United States and any other jurisdiction as a result of a present or former connection between such Administrative Agent or such Lender (or participant) and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) # any branch profits tax imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located, # taxes that are imposed under FATCA and # any taxes that are attributable solely to the failure of any Lender to comply with Section 2.16 (g)(i) or 2.16(h) (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Non-Excluded Taxes”). If the relevant Borrowerany applicable withholding agent shall be required to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to any Lender or any Administrative Agent, # the sum payable shall be increased by the amount (an “Additional Amount”) necessary so that after making all required deductions (including deductions applicable to Additional Amounts payable under this Section 2.16) such Lender or such Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, # the relevant Borrowerapplicable withholding agent shall make such deductions and # the relevant Borrowerapplicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

#Unless required by applicable Requirements of Law, all payments made by or on behalf of any Loan Party under this Agreement or any other Credit Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of any Applicable Administrative Agent and each Bank, # net income taxes, doing business taxes, branch profits or similar taxes, and franchise taxes imposed on any Applicable Administrative Agent or such Bank (including, without limitation for all purposes of this [subsection 8.6], each Bank in its capacity as an Issuing Bank or as a Swing Line Bank), as the case may be, that are Other Connection Taxes, # taxes that are attributable to such Bank’s failure to comply with the requirements of [subsection 8.6(e), (iii)])] United States withholding taxes in effect on the date such Bank becomes a party to this Agreement, except to the extent that such Bank’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the applicable Loan Party with respect to such taxes pursuant to this [subsection 8.6(a) and (iv)])] any taxes imposed by FATCA; provided that, if any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to any Applicable Administrative Agent or any Bank, as determined in good faith by the applicable Withholding Agent, # such amounts shall be paid to the relevant Governmental Authority in accordance with applicable law and # the amounts so payable by the applicable Loan Party to the Applicable Administrative Agent or such Bank shall be increased to

All payments made by or on behalf of [[Company:Organization]] under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including any interest, addition to tax or penalties applicable thereto, excluding, in the case of the Agent and each Bank, # net income and franchise taxes and branch profits taxes, in each case, imposed on the Agent or such Bank by the jurisdiction under the laws of which the Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein, or by any jurisdiction in which such Bank’s Domestic Lending Office or Eurodollar Lending Office, as the case may be, is located or any political subdivision or taxing authority thereof or therein, or that are Other Connection Taxes, # in the case of a Bank, U.S. federal withholding taxes imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which # such Bank acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by [[Company:Organization]] under [subsection 2.18(c)]) or # such Bank changes its lending office, except in each case to the extent that, pursuant to [subsection 2.15], amounts with respect to such taxes were payable either to such Bank’s assignor immediately before such Bank became a party hereto or to such Bank immediately before it changed its lending office # taxes attributable to a failure by a Bank to comply with the form delivery and notice requirements of [subsection 2.15(c)] below and # any withholding taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Agent or any Bank hereunder or under any other Loan Document, # such amounts shall be paid to the relevant Governmental Authority in accordance with applicable law and # the amounts so payable to the Agent or such Bank shall be increased to the extent necessary to yield to the Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes as if such withholding or deduction had not been made. Whenever any Taxes are payable by [[Company:Organization]], as promptly as possible thereafter, [[Company:Organization]] shall send to the Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt that is received by [[Company:Organization]] showing payment thereof (or, if no official receipt is received by [[Company:Organization]], a statement of [[Company:Organization]] indicating payment thereof). If [[Company:Organization]] fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, [[Company:Organization]] shall indemnify the Agent and [[Banks:Organization]] for any incremental taxes, interest or penalties that may become payable by the Agent or any Bank as a result of any such failure.

Any and all payments by the Borrowers hereunder (whether in respect of principal, interest, fees or otherwise) shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, fees, assessments, charges or withholdings or any interest, penalties or liabilities with respect thereto imposed by any Governmental Authority including those arising after the date hereof as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of each Lender and the Administrative Agent, # taxes imposed on or measured by such Lender’s or the Administrative Agent’s, as the case may be, net income, franchise taxes and branch profit taxes or similar taxes imposed by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender or the Administrative Agent, as the case may be, is incorporated or organized, maintains its principal office or maintains a Lending Installation, # Other Connection Taxes, and # any taxes imposed under FATCA (all such excluded taxes, levies, imposts, deductions, fees, assessments, charges, withholdings, and liabilities being hereinafter referred to as “Excluded Taxes”; and all such non-excluded taxes, levies, imposts, deductions, fees, assessments, charges, withholdings, and liabilities, imposed on or with respect to any payment made by or on account of any obligation of any Borrower, which the Administrative Agent or a Lender determines to be applicable to this Agreement, the other Loan Documents, the Revolving Loan Commitments, the Loans or the Letters of Credit being hereinafter referred to as “Taxes”). If any Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under the other Loan Documents to any Lender, any Lending Installation or the Administrative Agent, # the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.14(E)) such Lender, such Lending Installation or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, # the applicable Borrower shall make such deductions or withholdings, and # the applicable Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law. If any Tax, including, without limitation, any withholding tax, of the United States of America or any other Governmental Authority shall be or become applicable # after the date of this Agreement, to such payments by the Borrowers made to the Lending Installation or any other office that a Lender may claim as its Lending Installation, or # after such Lender’s selection and designation of any other Lending Installation, to such payments made to such other Lending Installation, such Lender shall use reasonable efforts to make, fund and maintain its Loans through another Lending Installation of such Lender in another jurisdiction so as to reduce the Borrowers’ liability hereunder, if the making, funding or maintenance of such Loans through such other Lending Installation of such Lender does not, in the reasonable judgment of such Lender, otherwise adversely and materially affect such Loans or the obligations under the Revolving Loan Commitments of such Lender.

Any and all payments by the Borrowers hereunder (whether in respect of principal, interest, fees or otherwise) shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, fees, assessments, charges or withholdings or any interest, penalties or liabilities with respect thereto imposed by any Governmental Authority including those arising after the date hereof as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of each Lender and the Administrative Agent, # taxes imposed on or measured by such Lender’s or the Administrative Agent’s, as the case may be, net income, franchise taxes and branch profit taxes or similar taxes imposed by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender or the Administrative Agent, as the case may be, is incorporated or organized, maintains its principal office or maintains a Lending Installation, # Other Connection Taxes, and # any taxes imposed under FATCA (all such excluded taxes, levies, imposts, deductions, fees, assessments, charges, withholdings, and liabilities being hereinafter referred to as “Excluded Taxes”; and all such non-excluded taxes, levies, imposts, deductions, fees, assessments, charges, withholdings, and liabilities, imposed on or with respect to any payment made by or on account of any obligation of any Borrower, which the Administrative Agent or a Lender determines to be applicable to this Agreement, the other Loan Documents, the Revolving Loan Commitments, the Term Loan Commitments, the Loans or the Letters of Credit being hereinafter referred to as “Taxes”). If any Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under the other Loan Documents to any Lender, any Lending Installation or the Administrative Agent, # the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this [Section 2.14(E)]) such Lender, such Lending Installation or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, # the applicable Borrower shall make such deductions or withholdings, and # the applicable Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law. If any Tax, including, without limitation, any withholding tax, of the United States of America or any other Governmental Authority shall be or become applicable # after the date of this Agreement, to such payments by the Borrowers made to the Lending Installation or any other office that a Lender may claim as its Lending Installation, or # after such Lender’s selection and designation of any other Lending Installation, to such payments made to such other Lending Installation, such Lender shall use reasonable efforts to make, fund and maintain its Loans through another Lending Installation of such Lender in another jurisdiction so as to reduce the Borrowers’ liability hereunder, if the making, funding or maintenance of such Loans through such other Lending Installation of such Lender does not, in the reasonable judgment of such Lender, otherwise adversely and materially affect such Loans or the obligations under the Revolving Loan Commitments or Term Loan Commitments of such Lender.

Except as required by applicable law, any and all payments by or on behalf of any Loan Party to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings (including back-up withholding) or similar charges imposed by any Governmental Authority, and all interest, penalties or other liabilities with respect thereto (hereinafter referred to as “Taxes”), excluding, in the case of the Administrative Agent and each Lender, # taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), in each case, by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized, maintains a lending office, or is subject to tax by virtue of any present or former connection (other than solely having executed, delivered, performed its obligations, received or perfected a security interest under, received payments under, engaged in any other transaction pursuant to or enforced the Loan Documents, or sold or assigned an interest in any Loan or Loan Document), # branch profits taxes imposed by a jurisdiction described under [clause (A) above], # in the case of a Foreign Lender with respect to a US Borrower (other than an assignee pursuant to a request by the Borrowers under [Section 11.15]), any United States federal withholding tax that is imposed on amounts payable to such Foreign Lender under the law applicable at the time such Lender becomes a party to this Agreement (or designates a new lending office) except to the extent that such Lender (or its assignor, if any) was entitled, immediately before designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to this Section 3.01, # taxes attributable to the failure to comply with Section 11.14 and # any U.S. federal withholding taxes imposed under FATCA (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, interest, penalties and other liabilities being hereinafter referred to as “Non-Excluded Taxes”). Notwithstanding the foregoing, if any Taxes are required to be deducted from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, # such Loan Party shall make such deductions, # such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, # if such Tax is a Non-Excluded Tax, the sum payable by the Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made on account of Non-Excluded Taxes and # as soon as practicable after the date of such payment, such Loan Party shall furnish to the Administrative Agent (which shall forward the same to such Lender) or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

Except as required by applicable law, any and all payments by or on behalf of any Loan Party to or for the account of the Administrative Agent or any [[Lenders:Organization]] under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings (including back-up withholding) or similar charges imposed by any Governmental Authority, and all interest, penalties or other liabilities with respect thereto (hereinafter referred to as “Taxes”), excluding, in the case of the Administrative Agent and each [[Lenders:Organization]], # taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), in each case, by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such [[Lenders:Organization]], as the case may be, is organized, maintains a lending office, or is subject to tax by virtue of any present or former connection (other than solely having executed, delivered, performed its obligations, received or perfected a security interest under, received payments under, engaged in any other transaction pursuant to or enforced the Loan Documents, or sold or assigned an interest in any Loan or Loan Document), # branch profits taxes imposed by a jurisdiction described under [clause (A) above], # in the case of a Foreign [[Lenders:Organization]] with respect to a US Borrower (other than an assignee pursuant to a request by the Borrowers under [Section 11.15]), any United States federal withholding tax that is imposed on amounts payable to such Foreign [[Lenders:Organization]] under the law applicable at the time such [[Lenders:Organization]] becomes a party to this Agreement (or designates a new lending office) except to the extent that such [[Lenders:Organization]] (or its assignor, if any) was entitled, immediately before designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to this Section 3.01, # taxes attributable to the failure to comply with Section 11.14 and # any U.S. federal withholding taxes imposed under FATCA (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, interest, penalties and other liabilities being hereinafter referred to as “Non-Excluded Taxes”). Notwithstanding the foregoing, if any Taxes are required to be deducted from or in respect of any sum payable under any Loan Document to the Administrative Agent or any [[Lenders:Organization]], # such Loan Party shall make such deductions, # such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, # if such Tax is a Non-Excluded Tax, the sum payable by the Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of the Administrative Agent and such [[Lenders:Organization]] receives an amount equal to the sum it would have received had no such deductions been made on account of Non-Excluded Taxes and # as soon as practicable after the date of such payment, such Loan Party shall furnish to the Administrative Agent (which shall forward the same to such [[Lenders:Organization]]) or [[Lenders:Organization]] (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

Except as required by Law, any and all payments by the [[Borrower:Organization]] or any Guarantor to or for the account of any [[Agent:Organization]], any [[Lender:Organization]] or Issuing Bank under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges imposed by any Governmental Authority, and all liabilities (including additions to tax, penalties and interest) with respect thereto (“Taxes”). The following shall be “Excluded Taxes”: in the case of each [[Agent:Organization]], each [[Lender:Organization]] and Issuing Bank, # Taxes imposed on or measured by net income (however denominated, and including branch profits and similar Taxes), and franchise or similar Taxes, in each case, that are # imposed by the jurisdiction under the laws of which it is organized or in which its principal office is located or, in the case of any [[Lender:Organization]], in which its applicable Lending Office is located, or # Other Connection Taxes, # any U.S. federal Tax that is (or would be) required to be withheld with respect to amounts payable hereunder in respect of an Eligible Assignee (pursuant to an assignment under [Section 11.07]) on the date it becomes an assignee to the extent such Tax is in excess of the Tax that would have been applicable had such assigning [[Lender:Organization]] not assigned its interest arising under any Loan Document (unless such assignment is at the express written request of the [[Borrower:Organization]]), # U.S. federal withholding Taxes imposed on amounts payable to or for the account of a [[Lender:Organization]], [[Agent:Organization]] or Issuing Bank with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which # such [[Lender:Organization]], [[Agent:Organization]] or Issuing Bank acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the [[Borrower:Organization]] under [Section 3.07]) or # such [[Lender:Organization]] changes its Lending Office (other than at the written request of the [[Borrower:Organization]] to change such Lending Office), except in each case to the extent that pursuant to [Section 3.01], amounts with respect to such Taxes were payable to such [[Lender:Organization]]’s, [[Agent:Organization]]’s or Issuing Bank’s assignor immediately before such [[Lender:Organization]], [[Agent:Organization]] or Issuing Bank became a party hereto, or to such [[Lender:Organization]] immediately before it changed its Lending Office, # any U.S. federal withholding Taxes imposed as a result of the failure of any [[Agent:Organization]], [[Lender:Organization]] or Issuing Bank to comply with the provisions of [Sections 3.01(b), 3.01(c) and 3.01(d)])])] (in the case of any Foreign [[Lender:Organization]], as defined below) or the provisions of [Section 3.01(e)] (in the case of any U.S. [[Lender:Organization]], as defined below), and # any Taxes imposed on any amount payable to or for the account of any [[Agent:Organization]], [[Lender:Organization]] or Issuing Bank as a result of the failure of such recipient to satisfy the applicable requirements under FATCA to establish that such payment is exempt from withholding under FATCA. If an applicable Withholding [[Agent:Organization]] is required to deduct any Taxes or Other Taxes (as defined below) from or in respect of any sum payable under any Loan Document to any [[Agent:Organization]], any [[Lender:Organization]] or Issuing Bank, # except in the case of Excluded Taxes, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this [Section 3.01(a)]), each of such [[Agent:Organization]], such [[Lender:Organization]] or Issuing Bank receives an amount equal to the sum it would have received had no such deductions been made, # the applicable Withholding [[Agent:Organization]] shall make such deductions, # the applicable Withholding [[Agent:Organization]] shall pay the full amount deducted to the relevant taxing authority, and # within thirty days after the date of any such payment by the [[Borrower:Organization]] or any Guarantor (or, if receipts or evidence are not available within thirty days, as soon as practicable thereafter), the [[Borrower:Organization]] or applicable Guarantor shall furnish to such [[Agent:Organization]], [[Lender:Organization]] or Issuing Bank (as the case may be) the original or a facsimile copy of a receipt evidencing payment thereof to the extent such a receipt has been made available to the [[Borrower:Organization]] or applicable Guarantor (or other evidence of payment reasonably satisfactory to the Administrative [[Agent:Organization]]). If the [[Borrower:Organization]] or Guarantor fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority, then the [[Borrower:Organization]] or applicable Guarantor shall indemnify such [[Agent:Organization]], such [[Lender:Organization]] and such Issuing Bank for any incremental Taxes that may become payable by such [[Agent:Organization]], such [[Lender:Organization]] or such Issuing Bank arising out of such failure.