Common use of Tax Credit Clause in Contracts

Tax Credit. If a payment (a “Grossed-up Payment”) made by the Seller includes an amount (a “Gross-up”) referred to in Section 9.4, and the Trust is able to apply for or otherwise take advantage of any tax credit, deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller in respect of the Grossed-up Payment (such credit, deduction or benefit hereinafter being referred to as a “Tax Credit”), then the Trust will, at the expense of the Seller, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust shall, subject to the provisos to this Section 9.5, pay to the Seller such amount, if any (not exceeding the Gross-up) as is determined by the Trust to be equal to the net after-tax value to the Trust of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error and shall be accepted by the Seller in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (i) nothing herein contained shall interfere with the right of the Trust to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust shall not be under any obligation to claim relief from its income or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it; and (ii) the Trust shall not be obligated to disclose to the Seller any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller hereunder, the Trust determines, in its reasonable discretion, that any such payment made by the Trust to the Seller hereunder would not have been made had the Trust known the results of such audit or anticipated such change, or would have been made in a smaller amount, then the Seller shall pay to the Trust the amount of such payment which the Trust so determines, acting reasonably, to have been an overpayment.

Tax Credit. If a payment (a “"Grossed-up Payment”") made by the Seller includes an amount (a “"Gross-up”") referred to in Section 9.4, and the Trust is able to apply for or otherwise take advantage of any tax credit, credit or deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller in respect of the Grossed-up Payment (such credit, deduction or benefit hereinafter being referred to as a “"Tax Credit”"), then the Trust will, at the expense of the Seller, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust shall, subject to the provisos to this Section 9.5, pay to the Seller such amount, if any (not exceeding the Gross-up) as is determined by the Trust to be equal to the net after-tax value to the Trust of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error and shall be accepted by the Seller in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (i) nothing herein contained shall interfere with the right of the Trust to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust shall not be under any obligation to claim relief from its income or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it; and (ii) the Trust shall not be obligated to disclose to the Seller any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller hereunder, the Trust determines, in its reasonable discretion, that any such payment made by the Trust to the Seller hereunder would not have been made had the Trust known the results of such audit or anticipated such change, or would have been made in a smaller amount, then the Seller shall pay to the Trust the amount of such payment which the Trust so determines, acting reasonably, to have been an overpayment.

Tax Credit. If a payment (a “"Grossed-up Payment”") made by the Seller includes an amount (a “"Gross-up”") referred to in Section 9.4, and the Trust is able to apply for or otherwise take advantage of any tax credit, deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller in respect of the Grossed-up Payment (such credit, deduction or benefit hereinafter being referred to as a “"Tax Credit”"), then the Trust will, at the expense of the Seller, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust shall, subject to the provisos to this Section 9.5, pay to the Seller such amount, if any (not exceeding the Gross-up) as is determined by the Trust to be equal to the net after-tax value to the Trust of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error and shall be accepted by the Seller in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (i) nothing herein contained shall interfere with the right of the Trust to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust shall not be under any obligation to claim relief from its income or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it; and (ii) the Trust shall not be obligated to disclose to the Seller any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller hereunder, the Trust determines, in its reasonable discretion, that any such payment made by the Trust to the Seller hereunder would not have been made had the Trust known the results of such audit or anticipated such change, or would have been made in a smaller amount, then the Seller shall pay to the Trust the amount of such payment which the Trust so determines, acting reasonably, to have been an overpayment.

Tax Credit. If a payment (a “Grossed-up Up Payment”) made by the Seller General Partner includes an amount (a “Gross-upUp”) referred to in Section section 9.4, and the Trust Limited Partner is able to apply for or otherwise take advantage of any tax credit, deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller General Partner in respect of the Grossed-up Up Payment (such credit, deduction or benefit hereinafter being referred to as a “Tax Credit”), then the Trust Limited Partner will, at the expense of the SellerGeneral Partner, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust Limited Partner shall, subject to the provisos to this Section 9.5, pay to the Seller General Partner such amount, if any (not exceeding the Gross-upUp) as is determined by in the Trust discretion of the Limited Partner to be equal to the net after-tax value to the Trust Limited Partner of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings dealing giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error General Partner and shall be accepted by the Seller it in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (i) nothing herein contained shall interfere with the right of the Trust Limited Partner to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust Limited Partner shall not be under any obligation to claim relief from its income profits or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits credit or deductions available to it; and (ii) the Trust Limited Partner shall not be obligated to disclose to the Seller General Partner any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust Limited Partner by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust Limited Partner or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller General Partner hereunder, the Trust Limited Partner determines, in its reasonable discretion, that any such payment made by the Trust to the Seller hereunder would not have been made had the Trust Limited Partner known the results of such audit or anticipated such change, or would have been made in a smaller amount, then than the Seller General Power shall pay to the Trust Limited Partner the amount of such payment which the Trust Limited Partner so determines, acting reasonably, determines to have been an overpayment.

Tax Credit. If if, as a result of any deduction or withholding the Borrower makes any payment (a “Grossed-up Payment”) made by of any additional amounts to the Seller includes an amount (a “Gross-up”) referred to in Section 9.4, Lender under sections 5.3.1 and 5.3.2 and the Trust is able to apply for Lender, in its sole reasonable opinion, determines that it has received or otherwise take advantage has been granted a credit against, or relief, or remission for, or repayment of any tax credit, deduction in computing income paid or similar benefit payable by reason of any withholding or deduction made by the Seller it in respect of or which takes account of the Grossed-up Payment (deduction, withholding or other matter giving rise to such payment, the Lender will, to the extent it determines that it can do so without prejudice to the retention of the amount of such credit, deduction relief, remission or repayment, promptly after the time at which the Lender actually received the benefit hereinafter being referred to as a “Tax Credit”), then the Trust will, at the expense of the Sellerrelevant credit, use reasonable endeavours to obtain the Tax Credit andrelief, if it realizes the Tax Credit (whether remission or repayment, as determined by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust shall, subject to the provisos to this Section 9.5it, pay to the Seller Borrower such amountamount as the Lender, if any (not exceeding the Gross-up) as is determined by the Trust in its sole reasonable opinion, determines to be equal to the net after-tax value to the Trust of such part of the Tax Credit as is reasonably attributable to such deduction or withholding or other matter and which will leave it (after such payment) in a position which it determines to be no better or worse than it would have been if the Borrower had not been required to make such deduction having regard to all dealings giving rise to similar creditsor withholding or if such other matter had not arisen, deductions provided however, that the Borrower shall indemnify and hold harmless the Lender against any disallowance of any credit, relief, remission or benefits repayment in relation respect of which the Lender has made a payment to the same tax period and to the cost of obtaining the sameBorrower. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error and shall be accepted by the Seller in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (i) nothing Nothing herein contained shall (a) interfere with the right of the Trust Lender to arrange its tax taxes or other affairs in whatever manner it deems fit andmay think fit, in particular, (b) oblige the Trust shall not be under Lender to disclose any obligation information relating to claim relief from its income taxes or similar tax liability in respect of any such deduction other affairs or withholding in priority to any other reliefcomputation thereof, claims(c) require the Lender to do anything that it may determine would or may prejudice its ability to benefit from any other credit, credits relief or deductions available remission for or repayment to it; and (ii) the Trust shall not which it may be obligated to disclose to the Seller any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust by its auditors or by a taxing authorityentitled, or (yd) require the Lender to give any change priority as to the affairs order in which it may allocate to any Person or class of the Trust or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller hereunder, the Trust determines, in its reasonable discretion, that Persons any such payment made by the Trust to the Seller hereunder would not have been made had the Trust known the results of such audit credit, relief, remission or anticipated such change, or would have been made in a smaller amount, then the Seller shall pay to the Trust the amount of such payment which the Trust so determines, acting reasonably, to have been an overpaymentrepayment.

Tax Credit. If a payment (a “"Grossed-up Payment”") made by the Seller includes an amount (a “"Gross-up”") referred to in Section 9.4, and the Trust is able to apply for or otherwise take advantage of any tax credit, credit or deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller in respect of the Grossed-up Payment (such credit, deduction or benefit hereinafter being referred to as a “"Tax Credit”"), then the Trust will, at the expense of the Seller, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust shall, subject to the provisos to this Section 9.5, pay to the Seller such amount, if any (not exceeding the Gross-up) as is determined by the Trust to be equal to the net after-tax value to the Trust of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error and shall be accepted by the Seller in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (i) nothing herein contained shall interfere with the right of the Trust to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust shall not be under any obligation to claim relief from its income or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it; and (ii) the Trust shall not be obligated to disclose to the Seller any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller hereunder, WSLEGAL\047083\00034\17266544v3 I\113475037.1 the Trust determines, in its reasonable discretion, that any such payment made by the Trust to the Seller hereunder would not have been made had the Trust known the results of such audit or anticipated such change, or would have been made in a smaller amount, then the Seller shall pay to the Trust the amount of such payment which the Trust so determines, acting reasonably, to have been an overpayment.

Tax Credit. If a payment (a “Grossed-up Payment”) made by the Seller includes an amount (a “Gross-up”) referred to in Section 9.4, and the Trust Trust, the applicable Agent, or the Financial Services Agent, as applicable, is able to apply for or otherwise take advantage of any tax credit, credit or deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller in respect of the Grossed-up Payment (such credit, deduction or benefit hereinafter being referred to as a “Tax Credit”), then the Trust Trust, such Agent or the Financial Services Agent, as applicable, will, at the expense of the Seller, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust Trust, such Agent or the Financial Services Agent, as applicable, shall, subject to the provisos to this Section 9.5, pay to the Seller such amount, if any (not exceeding the Gross-up) as is determined by the Trust Trust, such Agent or the Financial Services Agent, as applicable, to be equal to the net after-tax value to the Trust Trust, such Agent or the Financial Services Agent, as applicable, of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error and shall be accepted by the Seller in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (i) nothing herein contained shall interfere with the right of the Trust Trust, each Agent and the Financial Services Agent to arrange its respective tax affairs in whatever manner it deems fit and, in particular, none of the Trust Trust, the Agents and the Financial Services Agent shall not be under any obligation to claim relief from its income or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it; and (ii) none of the Trust Trust, the Agents and the Financial Services Agent shall not be obligated to disclose to the Seller any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust Trust, any Agent or the Financial Services Agent by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust Trust, any Agent or the Financial Services Agent, as applicable, or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller hereunder, the Trust Trust, any Agent or the Financial Services Agent, as applicable, determines, in its reasonable discretion, that any such payment made by the Trust Trust, such Agent or the Financial Services Agent, as applicable, to the Seller hereunder would not have been made had the Trust Trust, such Agent or the Financial Services Agent, as applicable, known the results of such audit or anticipated such change, or would have been made in a smaller amount, then the Seller shall pay to the Trust Trust, such Agent or the Financial Services Agent, as applicable, the amount of such payment which the Trust Trust, such Agent or the Financial Services Agent, as applicable, so determines, acting reasonably, to have been an overpayment.

Tax Credit. If a payment (a “"Grossed-up Up Payment”") made by the Seller Lessor includes an amount (a “"Gross-up”Up") referred to in Section 9.4section 9.5, and the Trust Concurrent Lessee is able to apply for or otherwise take advantage of any tax credit, deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller Lessor in respect of the Grossed-up Up Payment (such credit, deduction or benefit hereinafter being referred to as a “"Tax Credit”"), then the Trust Concurrent Lessee will, at the expense of the SellerLessor, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust Concurrent Lessee shall, subject to the provisos to this Section 9.5section 9.6, pay to the Seller Lessor such amount, if any (not exceeding the Gross-upUp) as is determined by in the Trust discretion of the Concurrent Lessee to be equal to the net after-tax value to the Trust Concurrent Lessee of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error Lessor and shall be accepted by the Seller it in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (i) nothing herein contained shall interfere with the right of the Trust Concurrent Lessee to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust Concurrent Lessee shall not be under any obligation to claim relief from its income corporate profits or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it; and (ii) the Trust Concurrent Lessee shall not be obligated to disclose to the Seller Lessor any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust Concurrent Lessee by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust Concurrent Lessee or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller Lessor hereunder, the Trust Concurrent Lessee determines, in its reasonable discretion, that any such payment made by the Trust Concurrent Lessee to the Seller Lessor hereunder would not have been made had the Trust Concurrent Lessee known the results of such audit or anticipated such change, or would have been made in a smaller amount, then the Seller Lessor shall pay to the Trust Concurrent Lessee the amount of such payment which the Trust Concurrent Lessee so determines, acting reasonably, determines to have been an overpayment.

Tax Credit. If a payment (a “GrossedGross-up Up Payment”) made by the Seller includes a Borrower has been increased by an amount (a “Gross-upUp”) referred to in this Section 9.4, 5.2 and one or more Credit Facility Lenders who has received the Trust Gross-Up is able to apply for for, or otherwise take advantage of of, any tax credit, tax refund, deduction in computing income income, or similar benefit by reason of any payment, withholding or deduction made by the Seller such Borrower in respect of the GrossedGross-up Up Payment (such credit, deduction or benefit hereinafter being referred to as a “Tax Credit”), then the Trust will, at the expense of the Seller, such Credit Facility Lender or Credit Facility Lenders will use reasonable endeavours commercial efforts to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, refund or otherwise), the Trust shall, subject and shall repay to the provisos to this Section 9.5, pay to the Seller applicable Borrower such amount, if any amount (not exceeding the Gross-up) Up), if any, as is reasonably determined by the Trust such Credit Facility Lender to be equal to the net after-tax value to the Trust such Credit Facility Lender of such part of the Tax Credit as is reasonably attributable to such payment, withholding or deduction having regard to all dealings giving rise to similar credits, refunds, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error and shall be accepted by the Seller Nothing contained in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (ithis Section 5.2(6) nothing herein contained shall interfere with the right of the Trust any Credit Facility Lender to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust no Credit Facility Lender shall not be under any obligation to claim relief from its income corporate profits or similar tax liability in respect of any such deduction deduction, withholding or withholding payment in priority to any other reliefreliefs, claims, credits credits, refunds or deductions available to it; it and (ii) the Trust no Credit Facility Lender shall not be obligated to disclose to the Seller Borrowers any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller hereunder, the Trust determines, in its reasonable discretion, that any such payment made by the Trust to the Seller hereunder would not have been made had the Trust known the results of such audit tax computation or anticipated such change, or would have been made in a smaller amount, then the Seller shall pay to the Trust the amount of such payment which the Trust so determines, acting reasonably, to have been an overpaymentotherwise.

Tax Credit. If a payment (a “Grossed"Gross-up Up Payment”") made by the Seller includes a Borrower has been increased by an amount (a “"Gross-up”Up") referred to in this Section 9.4, 5.2 and one or more Credit Facility Lenders who has received the Trust Gross-Up is able to apply for for, or otherwise take advantage of of, any tax credit, tax refund, deduction in computing income income, or similar benefit by reason of any payment, withholding or deduction made by the Seller such Borrower in respect of the GrossedGross-up Up Payment (such credit, deduction or benefit hereinafter being referred to as a “"Tax Credit”"), then the Trust will, at the expense of the Seller, such Credit Facility Lender or Credit Facility Lenders will use reasonable endeavours commercial efforts to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, refund or otherwise), the Trust shall, subject and shall repay to the provisos to this Section 9.5, pay to the Seller applicable Borrower such amount, if any amount (not exceeding the Gross-up) Up), if any, as is reasonably determined by the Trust such Credit Facility Lender to be equal to the net after-tax value to the Trust such Credit Facility Lender of such part of the Tax Credit as is reasonably attributable to such payment, withholding or deduction having regard to all dealings giving rise to similar credits, refunds, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error and shall be accepted by the Seller Nothing contained in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (ithis Section 5.2(6) nothing herein contained shall interfere with the right of the Trust any Credit Facility Lender to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust no Credit Facility Lender shall not be under any obligation to claim relief from its income corporate profits or similar tax liability in respect of any such deduction deduction, withholding or withholding payment in priority to any other reliefreliefs, claims, credits credits, refunds or deductions available to it; it and (ii) the Trust no Credit Facility Lender shall not be obligated to disclose to the Seller Borrowers any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller hereunder, the Trust determines, in its reasonable discretion, that any such payment made by the Trust to the Seller hereunder would not have been made had the Trust known the results of such audit tax computation or anticipated such change, or would have been made in a smaller amount, then the Seller shall pay to the Trust the amount of such payment which the Trust so determines, acting reasonably, to have been an overpaymentotherwise.

Tax Credit. If a payment (a “Grossed-up Up Payment”) made by the Seller Funding LP to a Note Purchaser includes an amount (a “Gross-upUp”) referred to in Section 9.45.4, and the Trust a Note Purchaser is able to apply for or otherwise take advantage of any tax credit, deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller Funding LP in respect of the Grossed-up Up Payment (such credit, deduction or benefit hereinafter being referred to as a “Tax Credit”), then the Trust such Note Purchaser will, at the expense of the SellerFunding LP, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust such Note Purchaser shall, subject to the provisos to this Section 9.55.5, pay to the Seller Funding LP such amount, if any (not exceeding the Gross-upUp) as is determined by in the Trust discretion of such Note Purchaser to be equal to the net after-after tax value to the Trust such Note Purchaser of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error Funding LP and shall be accepted by the Seller it in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (ia) nothing herein contained shall interfere with the right of the Trust a Note Purchaser to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust a Note Purchaser shall not be under any obligation to claim relief from its income profits or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it; , and (iib) the Trust a Note Purchaser shall not be obligated to disclose to the Seller Funding LP any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (xi) an audit of the Trust a Note Purchaser by its auditors or by a taxing authority, or (yii) any change to the affairs of the Trust a Note Purchaser or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller Funding LP hereunder, the Trust such Note Purchaser determines, in its reasonable discretion, that any such payment made by the Trust such Note Purchaser to the Seller Funding LP hereunder would not have been made had the Trust such Note Purchaser known the results of such audit or anticipated such change, or would have been made in a smaller amount, then the Seller Funding LP shall pay to the Trust such Note Purchaser the amount of such payment which the Trust such Note Purchaser so determines, acting reasonably, determines to have been an overpayment.

Tax Credit. If a payment (a “"Grossed-up Payment”") made by the Seller includes an amount (a “"Gross-up”") referred to in Section 9.4, and the Trust is able to apply for or otherwise take advantage of any tax credit, credit or deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller in respect of the Grossed-up Payment (such credit, deduction or benefit hereinafter being referred to as a “"Tax Credit”"), then the Trust will, at the expense of the Seller, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust shall, subject to the provisos to this Section 9.5, pay to the Seller such amount, if any (not exceeding the Gross-up) as is determined by the Trust to be equal to the net after-tax value to the Trust of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error and shall be accepted by the Seller in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (i) nothing herein contained shall interfere with the right of the Trust to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust shall not be under any obligation to claim relief from its income or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it; and (ii) the Trust shall not be obligated to disclose to the Seller any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller hereunder, the Trust determines, in its reasonable discretion, that any such payment made by the Trust to the Seller hereunder would not have been made had the Trust known the results of such audit or anticipated such change, or would have been made in a smaller amount, then the Seller WSLegal\047083\00034\12027575v8 I\5470303.2 shall pay to the Trust the amount of such payment which the Trust so determines, acting reasonably, to have been an overpayment.

Tax Credit. If a payment (a “Grossed-up Up Payment”) made by the Seller a General Partner includes an amount (a “Gross-upUp”) referred to in Section 9.4, and the Trust relevant Limited Partner is able to apply for or otherwise take advantage of any tax credit, deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller such General Partner in respect of the Grossed-up Up Payment (such credit, deduction or benefit hereinafter being referred to as a “Tax Credit”), then the Trust such Limited Partner will, at the expense of the SellerGeneral Partners, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust such Limited Partner shall, subject to the provisos to this Section 9.5, pay to the Seller such General Partner such amount, if any (not exceeding the Gross-upUp) as is determined by in the Trust discretion of such Limited Partner to be equal to the net after-tax value to the Trust such Limited Partner of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error such General Partner and shall be accepted by the Seller it in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (ia) nothing herein contained shall interfere with the right of the Trust such Limited Partner to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust such Limited Partner shall not be under any obligation to claim relief from its income profits or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it; , and (iib) the Trust such Limited Partner shall not be obligated to disclose to the Seller General Partners any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (xi) an audit of the Trust such Limited Partner by its auditors or by a taxing authority, or (yii) any change to the affairs of the Trust such Limited Partner or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable to the Seller such General Partner hereunder, the Trust Table of Contents such Limited Partner determines, in its reasonable discretion, that any such payment made by the Trust such Limited Partner to the Seller such General Partner hereunder would not have been made had the Trust such Limited Partner known the results of such audit or anticipated such change, or would have been made in a smaller amount, then the Seller such General Partner shall pay to the Trust such Limited Partner the amount of such payment which the Trust such Limited Partner so determines, acting reasonably, determines to have been an overpayment.

Tax Credit. If the Guarantor makes a payment (a “Grossed-up Payment”) made by Tax Payment under this Guarantee to the Seller includes an amount (a “Gross-up”) referred to in Section 9.4, Beneficiary and the Trust is able to apply for or otherwise take advantage of any tax credit, deduction in computing income or similar benefit by reason of any withholding or deduction made by the Seller in respect of the Grossed-up Payment Beneficiary (such credit, deduction or benefit hereinafter being referred to as a “Tax Credit”), then the Trust will, at the expense of the Seller, use reasonable endeavours to obtain the Tax Credit and, if it realizes the Tax Credit acting reasonably) determines that: (whether by way of reducing taxes payable, receiving a tax refund, or otherwise), the Trust shall, subject to the provisos to this Section 9.5, pay to the Seller such amount, if any (not exceeding the Gross-upa) as is determined by the Trust to be equal to the net after-tax value to the Trust of such part of the Tax Credit as is reasonably attributable to such withholding or deduction having regard to all dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same. Any such reimbursement shall be conclusive evidence of the amount due to the Seller absent manifest error and shall be accepted by the Seller in full and final settlement of its rights of reimbursement hereunder; provided that notwithstanding the foregoing, (i) nothing herein contained shall interfere with the right of the Trust to arrange its tax affairs in whatever manner it deems fit and, in particular, the Trust shall not be under any obligation to claim relief from its income or similar tax liability in respect of any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it; and (ii) the Trust shall not be obligated to disclose to the Seller any information regarding its tax affairs or tax computations; provided, further, that if, as a result of (x) an audit of the Trust by its auditors or by a taxing authority, or (y) any change to the affairs of the Trust or to the available information concerning such affairs, which change is relevant to the determination that reimbursement with respect to a Tax Credit is payable attributable either to an increased payment of which that Tax Payment forms part or to that Tax Payment; and (b) it has obtained or utilised that Tax Credit, the Beneficiary shall pay an amount to the Seller hereunder, Guarantor which the Trust determines, Beneficiary determines (acting reasonably) will leave it (after that payment) in its reasonable discretion, that any such payment the same after-Tax position as it would have been in if the Tax Payment had not been made by the Trust Guarantor. ANNEX F-1 Page 13 7. COSTS AND EXPENSES (a) Each Party shall pay its own costs in connection with the preparation, negotiation, and execution of this Guarantee. (b) The Guarantor shall indemnify, defend, and hold harmless the Beneficiary on written demand from and against any and all reasonable and documented costs, claims, losses, expenses (including legal fees), and liabilities, which the Beneficiary may incur in connection with the enforcement of, or the preservation of, any rights under this Guarantee. 8. REMEDIES AND WAIVERS No failure by the Beneficiary to exercise, nor any delay by the Seller hereunder would Beneficiary in exercising, any right or remedy under this Guarantee shall operate as a waiver thereof nor shall any single or partial exercise of any such right or remedy prevent any further or other exercise thereof or the exercise of any other such right or remedy. 9. PARTIAL INVALIDITY If at any time any provision of this Guarantee is or becomes illegal, invalid, or unenforceable in any respect or this Guarantee is or becomes ineffective in any respect under the law of any jurisdiction, such illegality, invalidity, unenforceability, or ineffectiveness shall not have been made had affect: (a) the Trust known legality, validity, or enforceability of the results remaining provisions of this Guarantee or the effectiveness in any other respect of this Guarantee under such law; or (b) the legality, validity, or enforceability of such audit provision or anticipated such change, or would have been made in a smaller amount, then the Seller shall pay to effectiveness of this Guarantee under the Trust the amount law of such payment which the Trust so determines, acting reasonably, to have been an overpayment.any other jurisdiction. 10. CURRENCY INDEMNITY