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Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if the Borrower or any Guarantor or the Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then # the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, # the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and # to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this [Section 5.4]) the Administrative Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are paid by the Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the Administrative Agent for its own account or for the account of a Lender, a certified copy of an official receipt received by the Borrower or such Guarantor showing payment thereof (or other evidence of such payment reasonably acceptable to the Administrative Agent).

Any and all payments made by or on behalfaccount of any obligation of the Borrower hereunder or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of,of and without deductionreduction or withholding for or on account of, any Taxes; provided thatthat, if the Borrower or any Guarantor or the Administrative Agentother applicable withholding agent shall be required by applicable Requirementslaw (as determined in the good faith discretion of Lawthe applicable withholding agent) to deduct orand withhold any Taxes from such payments,Taxes, then # the Borrower or such Guarantor or the Administrative Agentapplicable withholding agent shall be entitled to make such deductionsdeduction or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, # the Borrower, such Guarantor or the Administrative Agent, as applicable,withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and # to the extent withholdinglaw and, if such Tax is an Indemnified Tax or deduction is required to be made on account of Indemnified Taxes oran Other Taxes,Tax, then the sum payable shall be increased by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions and withholdingshave been made (including deductions or withholdings applicable to additional sums payable under this [Section 5.4]2.14]) the Administrative Agenteach Lender or any Lender,Issuing Bank, as the case may be,be (or, in the case of a payment made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are paid by the Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the Administrative Agent for its own account or for the account of a Lender, a certified copy of an official receipt received by the Borrower or such Guarantor showing payment thereof (or other evidence of such payment reasonably acceptable to the Administrative Agent).

AnyExcept as provided in this [Section 3.01], any and all payments made by or on behalfaccount of the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of,of and without deduction for any and all present or withholding forfuture taxes, duties, levies, imposts, assessments, fees, deductions, withholdings (including backup withholding) or on account of,other charges imposed by any Taxes; provided that ifGovernmental Authority, including interest, penalties and additions to tax applicable thereto (collectively “Taxes”), except as required by applicable Law. If the Borrower orBorrower, any Guarantor or the Administrative Agentother applicable withholding agent shall be required by applicable Requirements of Lawany Laws to deduct or withhold any Taxes from such payments, then # the Borrower or such Guarantorin respect of any sum payable under any Loan Document to any Agent or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, # the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, andLender, # to the extent withholding or deductionthe Tax in question is required to be made on account ofan Indemnified Taxes or Other Taxes,Tax, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions andor withholdings (including deductions or withholdings applicable to additional sums payable under this [Section 5.4]3.01]) the Administrative, each of such Agent or any Lender, as the case may be,and such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxesmade, # the applicable withholding agent shall make such deductions, # the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Laws, and # within thirty (30) days after the date of such payment (or, if receipts or Other Taxesevidence are paid bynot available within thirty (30) days, as soon as possible thereafter), if the Borrower or any Guarantor is the applicable withholding agent, shall furnish to such Guarantor, as promptly as possible thereafter,Agent or Lender (as the Borrowercase may be) the original or Guarantor shall send to the Administrative Agent for its own account or for the accounta copy of a Lender, a certified copy of an official receipt received by the Borrower or such Guarantor showingevidencing payment thereof (oror other evidence of such payment reasonably acceptable to the Administrative Agent).such Agent or Lender.

Payments Free of Taxes. Any and all payments made by or on behalfaccount of any obligation of the Borrower hereunder or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of,of and without deduction or withholding for or on account of, any Taxes;Taxes, except as required by applicable law; provided that if the Borrower or any Guarantor or the Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then # the Borrower orif such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, # the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and # to the extent withholding or deductionTax is required to be made on account ofan Indemnified TaxesTax or Other Taxes,Tax, then the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions andor withholdings (including deductions or withholdings applicable to additional sums payable under this [Section 5.4]2.16]) the Administrative AgentAgent, Lender or any Lender, asIssuing Bank (as the case may be,be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are paid bymade, # the Borrower shall make such deductions or such Guarantor, as promptly as possible thereafter,withholdings and # the Borrower shall pay the full amount deducted or Guarantor shall sendwithheld to the Administrative Agent for its own account or for the account of a Lender, a certified copy of an official receipt received by the Borrower or such Guarantor showing payment thereof (or other evidence of such payment reasonably acceptable to the Administrative Agent).relevant Governmental Authority in accordance with applicable law.

Any and all payments made by or on behalfaccount of the Borrower or any Guarantorobligation of any Loan Party under this Agreement or any other Loan Document shall be made free and clear of,of and without deduction or withholding for or on account of, any Taxes;Taxes, provided that if the Borrower or any Guarantor or the Administrativeapplicable Withholding Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then # the Borrower or such Guarantor or the Administrativeapplicable Withholding Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law,deductions, # the Borrower, such Guarantor or the Administrative Agent, as applicable,applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law,Law and # toif the extent withholding or deductionTax in question is required to be made on account ofan Indemnified TaxesTax or Other Taxes,Tax, the sumamount payable by the Borrower or such Guarantorapplicable Loan Party shall be increased as necessary so that after making all required deductions and withholdingshave been made (including deductions or withholdings applicable to additional sumsamounts payable under this [Section 5.4]2.17]) a Lender (or, in the case of a payment received by the Administrative Agent or any Lender, asfor its own account, the case may be,Administrative Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are paid by the Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the Administrative Agent for its own account or for the account of a Lender, a certified copy of an official receipt received by the Borrower or such Guarantor showing payment thereof (or other evidence of such payment reasonably acceptable to the Administrative Agent).

Any and allAll payments made by or on behalfaccount of the Borrower to or for the account of any Guarantor under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if the Borrower or any GuarantorLender or the Administrative Agent hereunder or under any Note shall be made without deduction for any Taxes, except as required by applicable law. If any withholding agent shall be required by applicable Requirements of Lawlaw to deduct or withhold any Taxes from any such payments, thenpayment, # the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, # the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and # to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions and withholdingsfor Taxes are made (including deductions or withholdings applicable to additional sums payable under this [Section 5.4])Section) such Lender or the Administrative Agent or any Lender, as(as the case may be,be) receives an amount equal to the sum it would have received had no such deductions been made, # such withholding agent shall make such deductions, # such withholding agent shall pay the full amount deducted to the relevant taxation authority or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are paid byother authority in accordance with applicable law and # if the withholding agent is the Borrower, the Borrower or such Guarantor, asshall promptly as possible thereafter, the Borrower or Guarantor shall sendfurnish to the Administrative Agent forAgent, at its own accountaddress specified in or forpursuant to [Section 9.01], the account of a Lender,original or a certified copy of an officiala receipt received by the Borrower or such Guarantor showingevidencing payment thereof (or other evidence of such payment reasonably acceptable to the Administrative Agent).thereof.

Payments Free of Taxes. Any and all payments made by or on behalfaccount of any obligation of the Borrower hereunder or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of,of and without reduction or withholding for any Taxes, except as required by any Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding for or on account of,of any Taxes; provided that ifTax from any such payment by a withholding agent, then the Borrower or any Guarantor or the Administrative Agentapplicable withholding agent shall be required by applicable Requirements of Lawentitled to deduct or withhold any Taxes from such payments, then # the Borrower or such Guarantor or the Administrative Agent shall make such deductionsdeduction or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, # the Borrower, such Guarantor or the Administrative Agent, as applicable,withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and # to the extent withholding or deductionApplicable Law and, if such Tax is required to be made on account ofan Indemnified Taxes or Other Taxes,Tax, then the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this [Section 5.4]2.12(e)(ii)]) the Administrative Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are paid by the Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the Administrative Agent for its own account or for the account of a Lender, a certified copy of an official receipt received by the Borrower or such Guarantor showing payment thereof (or other evidence of such payment reasonably acceptable to the Administrative Agent).

Any and allAll payments made by or on behalfaccount of a Borrower to or for the Borrower oraccount of any Guarantor under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if the Borrower or any GuarantorLender or the Administrative Agent hereunder or under any Note shall be made without deduction for any Taxes, except as required by applicable law. If any withholding agent shall be required by applicable Requirements of Lawlaw to deduct or withhold any Taxes from any such payments, thenpayment, # the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, # the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and # to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by thea Borrower or such Guarantor shall be increased as necessary so that after making all required deductions and withholdingsfor Taxes are made (including deductions or withholdings applicable to additional sums payable under this [Section 5.4])Section) such Lender or the Administrative Agent or any Lender, as(as the case may be,be) receives an amount equal to the sum it would have received had no such deductions been made, # such withholding agent shall make such deductions, # such withholding agent shall pay the full amount deducted to the relevant taxation authority or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are paid byother authority in accordance with applicable law and # if the withholding agent is a Borrower, such Borrower or such Guarantor, asshall promptly as possible thereafter, the Borrower or Guarantor shall sendfurnish to the Administrative Agent forAgent, at its own accountaddress specified in or forpursuant to [Section 9.01], the account of a Lender,original or a certified copy of an officiala receipt received by the Borrower or such Guarantor showingevidencing payment thereof (or other evidence of such payment reasonably acceptable to the Administrative Agent).thereof.

Any and all payments made by or on behalfaccount of theany obligation of any Borrower or the Company to or for the account of any GuarantorLender or the Administrative Agent hereunder or under this Agreement or any other Loan DocumentNote shall be made free and clear of, and without deduction for any Taxes or withholding for or on account of,Other Taxes, except as required by applicable law. If any Taxes; provided that ifBorrower, the Borrower or any GuarantorCompany or the Administrative Agent shall be required by applicable Requirements of Lawlaw to deduct or withhold any Taxes from such payments, then # the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, # the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and # to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes,Taxes from any such payments, # the sum payable by the Borrower or such Guarantorthe Company shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this [Section 5.4])Section) such Lender or the Administrative Agent or any Lender, as(as the case may be,be) receives an amount equal to the sum it would have received had no such deductions been made, # the Borrower, the Company or withholdings been made. Whenever any Indemnified Taxesthe Administrative Agent, as applicable, shall make such deductions, # the Borrower, the Company or Other Taxes are paid bythe Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and # if the withholding agent is the Borrower or such Guarantor, as promptly as possible thereafter,the Company, the Borrower or Guarantorthe Company shall sendpromptly furnish to the Administrative Agent forAgent, at its own accountaddress referred to in [Section 11.01], the original or for the account of a Lender, a certified copy of an officiala receipt received by the Borrower or such Guarantor showingevidencing payment thereof (or other evidence of such payment reasonably acceptable to the Administrative Agent).thereof.

Any and allAll payments made by or on behalfaccount of the Borrower to or for the account of any Guarantor under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if the Borrower or any GuarantorLender or the Administrative Agent hereunder or under any Note shall be made without deduction for any Taxes, except as required by applicable law. If any withholding agent shall be required by applicable Requirements of Lawlaw to deduct or withhold any Taxes from any such payments, then # the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, # the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and # to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes,payment, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions and withholdingsfor Taxes are made (including deductions or withholdings applicable to additional sums payable under this [Section 5.4])Section) such Lender or the Administrative Agent or any Lender, as(as the case may be,be) receives an amount equal to the sum it would have received had no such deductions been made, such withholding agent shall make such deductions, such withholding agent shall pay the full amount deducted to the relevant taxation authority or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are paid byother authority in accordance with applicable law and if the withholding agent is the Borrower, the Borrower or such Guarantor, asshall promptly as possible thereafter, the Borrower or Guarantor shall sendfurnish to the Administrative Agent forAgent, at its own accountaddress specified in or forpursuant to [Section 9.01], the account of a Lender,original or a certified copy of an officiala receipt received by the Borrower or such Guarantor showingevidencing payment thereof (or other evidence of such payment reasonably acceptable to the Administrative Agent).thereof.

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