Common use of No Setoff or Deductions; Taxes Clause in Contracts

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Law. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Party. If any Guarantor makes a payment under this Guaranty on which any Indemnified Taxes or Other Taxes are at any time imposed including, but not limited to, payments made pursuant to this Section 21, each Guarantor shall pay all such Indemnified Taxes or Other Taxes to the relevant authority in accordance with applicable Law such that the Administrative Agent or any other Guarantied Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each The Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each the Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a the Guarantor must make a payment under this Guaranty, such then the Guarantor represents, represents and warrants and covenants that it will make the payment from one its offices located in the United States of its U.S. resident offices America to the Administrative Agent or each other Guarantied PartyAgent, for the benefit of the Credit Parties, so that no withholding tax is imposed on such payment. If any Notwithstanding the foregoing, if the Guarantor makes a payment under this Guaranty on to which withholding tax applies, or any Indemnified Taxes or Other Taxes taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each then the Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party each Credit Party, as applicable, receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyAgent, for the benefit of the Credit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each The Guarantor shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, formed and resides in, resident in the United States of America. All payments by each any Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, then such Guarantor represents, represents and warrants and covenants that it will make the payment from one its offices located in the United States of its U.S. resident offices America to the Administrative Agent or each other Guarantied PartyAgent, for the benefit of the Credit Parties, so that no withholding tax is imposed on such payment. If Notwithstanding the foregoing, if any Guarantor makes a payment under this Guaranty on to which withholding tax applies, or any Indemnified Taxes or Other Taxes taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each then such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied each Credit Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyAgent, for the benefit of the Credit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor The Guarantors shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each (a) Guarantor represents and warrants that it is incorporated or formed, organized and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to Bank so that no withholding tax is imposed on the Administrative Agent or each other Guarantied Partypayment. If any Notwithstanding the foregoing, if Guarantor makes a payment under this Guaranty to which withholding tax applies or if any taxes (other than taxes on net income (i) imposed by the country or any subdivision of the country in which any Indemnified Taxes Bank's principal office or Other Taxes actual lending office is located and (ii) measured by the United States taxable income Bank would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by Guarantor's country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Bank receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if Guarantor cannot legally comply with the foregoing, Guarantor shall pay to Bank such additional amounts as will result in Bank receiving the sum it would have received had no such deduction or withholding been made). Further, Guarantor shall also pay to the Administrative Agent or any other Guarantied PartyBank, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party that Bank specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Bank would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, formed and resides in, a resident in the United States of America. All payments by each any Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Partyso that no withholding tax is imposed on the payment. If notwithstanding the foregoing, any Guarantor makes a payment under this Guaranty on to which withholding tax applies, or any Indemnified Taxes or Other Taxes taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party and the Lenders receives the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Partyand the Lenders, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies and the Lenders specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party and the Lenders would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated an entity formed or formedincorporated, and resides inas the case may be, under the laws of one or more states of the United States of America. All payments by each Guarantor the Guarantors hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, whatsoever for any and all present and future Indemnified Taxes or Other Taxes, except as required by applicable Law. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants agrees that it will make the payment from one of its U.S. resident offices to Administrative Agent, on behalf of the Administrative Agent or each other Guarantied PartyGuaranteed Parties. If notwithstanding the foregoing, any Guarantor makes a payment to a Guaranteed Party under this Guaranty on to which Guarantor shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes are at any time imposed includingfrom such payments, but not limited to, payments made pursuant to this Section 21, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied applicable Guaranteed Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied such Guaranteed Party, on demandwithin 30 days after demand therefor, all additional amounts which the Administrative Agent or any other Guarantied such Guaranteed Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Such Guarantor shall promptly provide the Administrative Agent or any other Guarantied such Guaranteed Party with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such then Guarantor represents, represents and warrants and covenants that it will make the payment from one its offices located in the United States of its U.S. resident offices America to Administrative Agent, for the Administrative Agent or each other Guarantied Partybenefit of the Credit Parties, so that no withholding tax is imposed on such payment. If any Notwithstanding the foregoing, if Guarantor makes a payment under this Guaranty on to which withholding tax applies, or any Indemnified Taxes or Other Taxes taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each then Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party each Credit Party, as applicable, receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to Administrative Agent, for the Administrative Agent or any other Guarantied Partybenefit of the Credit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes other than Excluded Taxes, except as required by applicable Law. If a each Guarantor must make a payment under this Guaranty, such each Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyGuaranteed Party so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, each Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on income (a) imposed by the country or any subdivision of the country in which the principal office or actual lending office of Administrative Agent or any Indemnified Taxes other Guaranteed Party is located and (b) measured by the United States taxable income of Administrative Agent or Other Taxes any other Guaranteed Party would have received is all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 2123, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Applicable Law such that the Administrative Agent or any other Guarantied Guaranteed Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Guaranteed Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Guaranteed Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Guaranteed Party would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Guaranteed Party with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any ay such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, formed and resides in, resident in the United States of America. All payments by each any Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, then such Guarantor represents, represents and warrants and covenants that it will make the payment from one its offices located in the United States of its U.S. resident offices America to Administrative Agent, for the Administrative Agent or each other Guarantied Partybenefit of the Credit Parties, so that no withholding tax is imposed on such payment. If Notwithstanding the foregoing, if any Guarantor makes a payment under this Guaranty on to which withholding tax applies, or any Indemnified Taxes or Other Taxes taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each then such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied each Credit Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to Administrative Agent, for the Administrative Agent or any other Guarantied Partybenefit of the Credit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor Guarantors shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes other than Excluded Taxes, except as required by applicable Law. If a each Guarantor must make a payment under this Guaranty, such each Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, each Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on income (a) imposed by the country or any subdivision of the country in which the principal office or actual lending office of Administrative Agent or any Indemnified Taxes Lender is located and (b) measured by the United States taxable income of Administrative Agent or Other Taxes any Lender would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyLender, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party Lender specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party Lender with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, formed under the laws of the state of its formation and resides in, resident in the United States of America. All payments by each any Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyCredit Parties so that no withholding tax is imposed on the payment. If notwithstanding the foregoing, any Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes Credit Parties’ principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Credit Parties would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party receives Credit Parties receive the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyCredit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies Credit Parties specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor Guarantors shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents The Guarantors hereby represent, warrant and warrants jointly and severally agree that, as of the date of this Guaranty, their obligations under this Guaranty are not subject to any offsets or defenses against the Administrative Agent or the Holders of Obligations or any other guarantor of the Guaranteed Obligations of any kind. The Guarantors further jointly and severally agree that it is incorporated their obligations under this Guaranty shall not be subject to any counterclaims, offsets or formeddefenses against the Administrative Agent or any Holder of Obligations or any other guarantor of the Guaranteed Obligations of any kind which may arise in the future. In accordance with Section 2.17 of the Credit Agreement, and resides in, the United States of America. All all payments required to be made by each Guarantor hereunder shall to the extent permitted by applicable Laws be paid in fullmade to the Holders of Obligations free and clear of, and without setoff or counterclaim (other than mandatory) or any deduction reduction or withholding whatsoeverfor, including, without limitation, for any and all present and future Taxes, except as required by applicable Law. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Party. If any Guarantor makes a payment under this Guaranty shall be required by the Code or any other applicable Law to deduct any Taxes from or in respect of any sum payable hereunder, (a) to the extent that the withholding or deduction is made on which any account of Indemnified Taxes or Other Taxes are at any time imposed includingTaxes, but not limited to, payments the sum payable shall be increased as much as shall be necessary so that after such withholding or deduction has been made pursuant (including deductions applicable to additional sums payable under this Section 21, each Guarantor shall pay all such Indemnified Taxes or Other Taxes 2) the Holders of Obligations receive an amount equal to the relevant authority in accordance with applicable Law such that the Administrative Agent or any other Guarantied Party receives the sum it they would have received had no such deduction deductions been made, (b) such Guarantor shall make such deductions as are determined to be required based upon the information and documentation received pursuant to Section 2.17(f) of the Credit Agreement, and (c) such Guarantor shall timely pay the full amount withheld or withholding for Indemnified Taxes deducted to the relevant taxing or Other Taxes been made and other authority in accordance with the Code or such other applicable Law. Upon the request of the Administrative Agent, after the payment of such Taxes, each applicable Guarantor shall also pay furnish to the Administrative Agent or any other Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld thereof, or other evidence of such payment reasonably satisfactory to the Administrative Agent Agent. Subject to Section 2.17(d) of the Credit Agreement, each Guarantor shall jointly and severally indemnify and, within ten (10) days after demand therefor, pay each Holder of Obligations for the full amount of Indemnified Taxes or Other Taxes paid by any Holder of Obligations in respect of any sum payable hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to any amounts payable under this Section 2 by any Holder of Obligations) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such other Guarantied PartyIndemnified Taxes or Other Taxes were correctly or legally imposed or asserted. Each Guarantor shall be entitled to the benefits of Section 2.17(g) as if it were a Borrower.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes other than Excluded Taxes, except as required by applicable Law. If a each Guarantor must make a payment under this Guaranty, such each Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyGuaranteed Party so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, each Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on income (a) imposed by the country or any subdivision of the country in which the principal office or actual lending office of Administrative Agent or any Indemnified Taxes other Guaranteed Party is located and (b) measured by the United States taxable income of Administrative Agent or Other Taxes any other Guaranteed Party would have received is all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 2123, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Applicable Law such that the Administrative Agent or any other Guarantied Guaranteed Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Guaranteed Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Guaranteed Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Guaranteed Party would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Guaranteed Party with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each The Guarantor represents and warrants that it is incorporated or formed, formed and resides in, a resident in the United States of America. All payments by each the Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a the Guarantor must make a payment under this Guaranty, such the Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, the Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which the Administrative Agent’s or any Indemnified Taxes of the Lender’s principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Administrative Agent and the Lenders would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by the Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each the Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party and the Lenders receives the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Partyand the Lenders, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies and the Lenders specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party and the Lenders would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each The Guarantor shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each The Guarantor represents and warrants that it is incorporated or formed, incorporated/organized and resides in, resident in the United States of America. All payments by each the Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a the Guarantor must make a payment under this Guaranty, such the Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyAgent, for the benefit of the Lenders, so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, the Guarantor makes a payment under this Guaranty to which foreign withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes Lender’s principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income such Lender would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by the Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each the Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party such Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Partysuch Lender, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party such Lender specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each The Guarantor shall promptly provide the Administrative Agent and any such Lender with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to Credit Parties so that no withholding tax is imposed on the Administrative Agent or each other Guarantied Partypayment. If any notwithstanding the foregoing, Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes Credit Party’s principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income Credit Parties would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Xxxxxxxxx 0, each Guarantor Xxxxxxxxx shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyCredit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies Credit Parties specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each any Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyCredit Parties so that no withholding tax is imposed on the payment. If notwithstanding the foregoing, any Guarantor makes a payment under this Guaranty on to which withholding tax applies, or any Indemnified Taxes or Other Taxes taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party receives Credit Parties receive the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyCredit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies Credit Parties specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor Guarantors shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated an entity formed or formedincorporated, and resides inas the case may be, under the laws of one or more states of the United States of America. All payments by each Guarantor the Guarantors hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, whatsoever for any and all present and future TaxesIndemnified Taxes or Other Taxes (as each of the preceding capitalized terms is defined in the Bank Facility hereinafter referenced (or if not in effect or not containing such defined terms, except as required by applicable Lawmost recently in effect with such defined terms)). If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants agrees that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyBank. If notwithstanding the foregoing, any Guarantor makes a payment to the Bank under this Guaranty on to which Guarantor shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes are at any time imposed includingfrom such payments, but not limited to, payments made pursuant to this Section 21, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Bank receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyBank, on demandwithin 30 days after demand therefor, all additional amounts which the Administrative Agent or any other Guarantied Party Bank specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Such Guarantor shall promptly provide the Administrative Agent Bank with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents The Domestic Guarantors hereby represent, warrant and warrants that it is incorporated or formedjointly and severally agree that, and resides in, as of the United States date of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Law. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants that it will make the payment from one of its U.S. resident offices their obligations under this Guaranty are not subject to any offsets or defenses against the Administrative Agent or each the Holders of Obligations or any other Guarantied Partyguarantor of the Guaranteed Obligations of any kind. If any Guarantor makes a payment The Domestic Guarantors further jointly and severally agree that their obligations under this Guaranty on which shall not be subject to any Indemnified Taxes counterclaims, offsets or Other Taxes are at any time imposed including, but not limited to, payments made pursuant to this Section 21, each Guarantor shall pay all such Indemnified Taxes or Other Taxes to the relevant authority in accordance with applicable Law such that defenses against the Administrative Agent or any Holder of Obligations or any other Guarantied Party receives guarantor of the Guaranteed Obligations of any kind which may arise in the future. In accordance with Section 2.17 of the Credit Agreement, all payments required to be made by each Domestic Guarantor hereunder shall to the extent permitted by applicable Laws be made to the Holders of Obligations free and clear of, and without reduction or withholding for, any Taxes. If any Domestic Guarantor shall be required by the Code or any other applicable Law to deduct any Taxes from or in respect of any sum payable hereunder, (a) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum it payable shall be increased as much as shall be necessary so that after such withholding or deduction has been made (including deductions applicable to additional sums payable under this Section 2) the Holders of Obligations receive an amount equal to the sum they would have received had no such deduction deductions been made, (b) such Domestic Guarantor shall make such deductions as are determined to be required based upon the information and documentation received pursuant to Section 2.17(f) of the Credit Agreement, and (c) such Domestic Guarantor shall timely pay the full amount withheld or withholding for Indemnified Taxes deducted to the relevant taxing or Other Taxes been made and other authority in accordance with the Code or such other applicable Law. Upon the request of the Administrative Agent, after the payment of such Taxes, each applicable Domestic Guarantor shall also pay furnish to the Administrative Agent or any other Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld thereof, or other evidence of such payment reasonably satisfactory to the Administrative Agent Agent. Subject to Section 2.17(d) of the Credit Agreement, each Domestic Guarantor shall jointly and severally indemnify and, within ten (10) days after demand therefor, pay each Holder of Obligations for the full amount of Indemnified Taxes or Other Taxes paid by any Holder of Obligations in respect of any sum payable hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to any amounts payable under this Section 2 by any Holder of Obligations) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such other Guarantied PartyIndemnified Taxes or Other Taxes were correctly or legally imposed or asserted. Each Domestic Guarantor shall be entitled to the benefits of Section 2.17(g) as if it were a Borrower.

No Setoff or Deductions; Taxes. Each (a) Guarantor represents and warrants that it is incorporated or formed, organized and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to Bank so that no withholding tax is imposed on the Administrative Agent or each other Guarantied Partypayment. If any Notwithstanding the foregoing, if Guarantor makes a payment under this Guaranty to which withholding tax applies or if any taxes (other than taxes on net income (i) imposed by the country or any subdivision of the country in which any Indemnified Taxes Bank’s principal office or Other Taxes actual lending office is located and (ii) measured by the United States taxable income Bank would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each Guarantor (i) shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Bank receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if Guarantor cannot legally comply with the foregoing, Guarantor shall also pay to Bank such additional amounts as will result in Bank receiving the Administrative Agent sum it would have received had no such deduction or any other Guarantied Partywithholding been made), and (ii) shall pay to Bank, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party that Bank specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Bank would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, including for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor one or more Guarantors must make a payment under this GuarantyGuaranty (each, a “Paying Guarantor”), each such Paying Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to Bank so that no withholding tax is imposed on the Administrative Agent or each other Guarantied Partypayment. If any notwithstanding the foregoing, a Paying Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes Bank’s Lending Office is located and (b) measured by the United States taxable income Bank would have received if all payments under or Other Taxes in respect of this Guaranty were exempt from taxes levied by such Paying Guarantor’s country) are at any time imposed including, but not limited to, on any payments under or in respect of this Guaranty including payments made pursuant to this Section 214, each such Paying Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law such that the Administrative Agent or any other Guarantied Party Bank receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyBank, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party Bank specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Bank would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Paying Guarantor that makes a payment under this Guaranty to which withholding tax applies or to which any taxes are imposed on such payment, such Paying Guarantor shall promptly provide the Administrative Agent Bank with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor Form of Parent Guaranty hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes other than Excluded Taxes, except as required by applicable Law. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on income (a) imposed by the country or any subdivision of the country in which the principal office or actual lending office of Administrative Agent or any Indemnified Taxes Lender is located and (b) measured by the United States taxable income of Administrative Agent or Other Taxes any Lender would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Xxxxxxxxx 0, each Guarantor Xxxxxxxxx shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyLender, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party Lender specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party Lender with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Law. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Party. If any Guarantor makes a payment under this Guaranty on which any Indemnified Taxes or Other Taxes are at any time imposed including, but not limited to, payments made pursuant to this Section 21, each Guarantor shall pay all such Indemnified Taxes or Other Taxes to the relevant authority in accordance with applicable Law such that the Administrative Agent or any other Guarantied Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-after- tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each any Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyCredit Parties so that no withholding tax is imposed on the payment. If notwithstanding the foregoing, any Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes Credit Parties’ principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Credit Parties would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Credit Parties receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyCredit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party Credit Parties specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor Guarantors shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each The Guarantor represents and warrants that it is incorporated or formed, formed and resides in, a resident in the United States of America. All payments by each the Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a the Guarantor must make a payment under this Guaranty, such the Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, the Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which the Administrative Agent's or any Indemnified Taxes of the Lender's principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Administrative Agent and the Lenders would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by the Guarantor's country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each the Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party and the Lenders receives the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Partyand the Lenders, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies and the Lenders specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party and the Lenders would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each The Guarantor shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each any Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyCredit Parties so that no withholding tax is imposed on the payment. If notwithstanding the foregoing, any Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes Credit Parties' principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Credit Parties would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor's country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21PARAGRAPH 2, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Credit Parties receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyCredit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies Credit Parties specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor Guarantors shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents The Guarantors represent and warrants warrant that it is they are incorporated or formed, and resides in, residents in the United States of America. All payments by each Guarantor the Guarantors hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor the Guarantors must make a payment under this Guaranty, such Guarantor represents, warrants the Guarantors represent and covenants warrant that it they will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyBeneficiaries so that no withholding tax is imposed on the payment. If any Guarantor makes notwithstanding the foregoing, the Guarantors make a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes of the Beneficiaries' principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the applicable Beneficiary would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by the Guarantors' country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each Guarantor the Guarantors shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party receives Beneficiaries receive the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Partyapplicable Beneficiaries, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies applicable Beneficiaries specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party applicable Beneficiaries would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor The Guarantors shall promptly provide the Administrative Agent applicable Beneficiaries with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents The Guarantors hereby represent, warrant and warrants jointly and severally agree that, as of the date of this Guaranty, their obligations under this Guaranty are not subject to any offsets or defenses against the Administrative Agent or the Holders of Obligations or any other guarantor of the Guaranteed Obligations of any kind. The Guarantors further jointly and severally agree that it is incorporated their obligations under this Guaranty shall not be subject to any counterclaims, offsets or formed, and resides in, defenses against the United States Administrative Agent or any Holder of AmericaObligation or any other guarantor of the Guaranteed Obligations of any kind which may arise in the future. All payments required to be made by each Guarantor hereunder shall be paid in fullmade to the Holders of Obligations free and clear of, and without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoeverfor, including, without limitation, for any and all present and future Taxes, except as required by applicable Law. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Partytaxes. If any Guarantor makes a payment shall be required by law to deduct any taxes from or in respect of any sum payable hereunder, (a) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Guaranty on which any Indemnified Taxes or Other Taxes are at any time imposed including, but not limited to, payments made pursuant to this Section 21, each Guarantor shall pay all such Indemnified Taxes or Other Taxes 2) the Holders of Obligations receive an amount equal to the relevant authority in accordance with applicable Law such that the Administrative Agent or any other Guarantied Party receives the sum it they would have received had no such deduction deductions been made, (b) such Guarantor shall make such deductions, and (c) such Guarantor shall pay the full amount deducted to the relevant taxing or withholding for Indemnified Taxes or Other Taxes been made and other authority in accordance with applicable law. Within thirty (30) days after the date of any payment of such taxes, each applicable Guarantor shall also pay furnish to the Administrative Agent or any other Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued evidencing payment thereof. Each Guarantor shall jointly and severally indemnify and, within ten business (10) days of written demand therefor, pay each Holder of Obligations for the full amount of taxes paid by the relevant authority evidencing the payment any Holder of Obligations in respect of any sum payable hereunder (including any taxes imposed on any Holder of Obligations by any jurisdiction on amounts payable under this Section 2) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such amount required to be deducted taxes were correctly or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partylegally asserted.

No Setoff or Deductions; Taxes. (a) Each Guarantor represents and warrants that it is incorporated or formed, and resides in, organized in the United States of America. All payments by each such Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyParties so that no withholding tax is imposed on the payment. If Notwithstanding the foregoing, if any Guarantor makes a payment under this Guaranty to which withholding tax applies or if any taxes (other than taxes on net income and franchise taxes in lieu of net income taxes (i) imposed by the country or any subdivision of the country in which any Indemnified Taxes a Guarantied Party’s principal office or Other Taxes actual lending office is located and (ii) measured by the United States taxable income a Guarantied Party would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other such Guarantied Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if any Guarantor cannot legally comply with the foregoing, such Guarantor shall pay to such Guarantied Party such additional amounts as will result in such Guarantied Party receiving the sum it would have received had no such deduction or withholding been made). Further, such Guarantor shall also pay to the Administrative Agent or any other each Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a each Guarantor must make a payment under this Guaranty, such each Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, each Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which the principal office or actual lending office of Administrative Agent or any Indemnified Taxes Lender is located and (b) measured by the United States taxable income of Administrative Agent or Other Taxes any Lender would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor's country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyLender, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party Lender specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party Lender with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each The Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each the Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a the Guarantor must make a payment under this Guaranty, such the Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Partyfor the ratable benefit of the Lenders so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, the Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes Lender’s principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income any Lender would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by the Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each the Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party applicable Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Partyapplicable Lender, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party such Lender specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each The Guarantor shall promptly provide the Administrative Agent and the applicable Lender with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each (a) Guarantor represents and warrants that it is incorporated or formed, organized and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of OF its U.S. resident offices to Bank so that no withholding tax is imposed on the Administrative Agent or each other Guarantied Partypayment. If any Notwithstanding the foregoing, IF Guarantor makes a payment under this Guaranty to which withholding tax applies or if any taxes (other than taxes on net income (i) imposed by the country or any subdivision of the country in which any Indemnified Taxes Bank's principal office or Other Taxes actual lending office is located and (ii) measured by the United States taxable income Bank would have received IF all payments under or in respect of this Guaranty were exempt from taxes levied by Guarantor's country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Bank receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if Guarantor cannot legally comply with the foregoing, Guarantor shall pay to Bank such additional amounts as will result in Bank receiving the sum it would have received had no such deduction or withholding been made). Further, Guarantor shall also pay to the Administrative Agent or any other Guarantied PartyBank, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party that Bank specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Bank would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each The Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each the Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a the Guarantor must make a payment under this Guaranty, such the Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, the Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes the Lender's principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Lender would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by the Guarantor's country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each the Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyLender, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party Lender specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each The Guarantor shall promptly provide the Administrative Agent Lender with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated an entity formed or formedincorporated, and resides inas the case may be, under the laws of one or more states of the United States of America. All payments by each Guarantor the Guarantors hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes, other than Excluded Taxes, except as required by applicable Law. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants agrees that it will make the payment from one of its U.S. resident offices to Administrative Agent, on behalf of the Administrative Agent or each other Guarantied PartyGuaranteed Parties. If notwithstanding the foregoing, any Guarantor makes a payment to a Guaranteed Party under this Guaranty on to which withholding tax applies, or any Indemnified Taxes or Other Taxes taxes (other than Excluded Taxes) are at any time imposed includingon any payments made to such Guaranteed Party pursuant to this Guaranty, but not limited to, including payments made pursuant to this Section 21Paragraph 3, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied applicable Guaranteed Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied such Guaranteed Party, on demandwithin 30 days after demand therefor, all additional amounts which the Administrative Agent or any other Guarantied such Guaranteed Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Such Guarantor shall promptly provide the Administrative Agent or any other Guarantied such Guaranteed Party with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. (a) Each Guarantor represents and warrants that it is incorporated or formed, organized and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to Agent so that no withholding tax is imposed on the Administrative Agent or each other Guarantied Partypayment. If Notwithstanding the foregoing, if any Guarantor makes a payment under this Guaranty on to which withholding tax applies or if any Indemnified Taxes or Other Taxes taxes are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that each of the Administrative Agent or any other Guarantied Party Parties receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if any Guarantor cannot legally comply with the foregoing, such Guarantor shall pay to Agent for the benefit of the Guarantied Parties such additional amounts as will result in each of the Guarantied Parties receiving the sum it would have received had no such deduction or withholding been made). Further, each Guarantor shall also pay to Agent for the Administrative Agent or any other benefit of the Guarantied PartyParties, on demand, all additional amounts which the Administrative that Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield each of the Administrative Agent or such other Guarantied Party Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyCredit Parties so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes Credit Parties’ principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Credit Parties would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party receives Credit Parties receive the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyCredit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies Credit Parties specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a each Guarantor must make a payment under this Guaranty, such each Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, each Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which the principal office or actual lending office of Administrative Agent or any Indemnified Taxes Lender is located and (b) measured by the United States taxable income of Administrative Agent or Other Taxes any Lender would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyLender, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party Lender specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party Lender with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, formed under the laws of a state of the United States of America and resides in, is a resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender Parties so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, a Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes a Lender Party's principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Lender Parties would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor's country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party receives Lender Parties receive the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyLender Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies Lender Parties specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor The Guarantors shall promptly provide the Administrative Agent Lender Parties with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Law. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to each Beneficiary so that no withholding tax is imposed on the Administrative Agent or each other Guarantied Partypayment. If If, notwithstanding the foregoing, any Guarantor makes a payment under or in respect of this Guaranty on which any Indemnified Taxes or Other Taxes are at any time imposed includingimposed, but not limited to, including payments made pursuant to this Section 212, each and the applicable Beneficiary has complied with Sections 10.16(a) and (b) of the Credit Agreement, such Guarantor shall pay all such Indemnified Taxes or Other Taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party such Beneficiary receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Partysuch Beneficiary, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party such Beneficiary specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Beneficiary would have received if such Indemnified Taxes or Other Taxes had not been imposed; provided that if the applicable Beneficiary is a Swap Counterparty that is party to a Lender Swap Contract containing provisions substantially similar in effect to Sections 10.16(a) and (b) of the Credit Agreement, such Swap Counterparty may comply with such Lender Swap Contract provisions in lieu of complying with Sections 10.16(a) and (b) of the Credit Agreement. Each Guarantor shall promptly provide the Administrative Agent such Beneficiary with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each The Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each the Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a the Guarantor must make a payment under this Guaranty, such the Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, the Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes the Lender’s principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Lender would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by the Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 2, each the Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyLender, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party Lender specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each The Guarantor shall promptly provide the Administrative Agent Lender with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, formed under the laws of a state of the United States of America and resides in, is a resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender Parties so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, a Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes a Lender Party’s principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Lender Parties would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party receives Lender Parties receive the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyLender Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies Lender Parties specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor The Guarantors shall promptly provide the Administrative Agent Lender Parties with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each (a) Guarantor represents and warrants that it is incorporated or formed, organized and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to Lender so that no withholding tax is imposed on the Administrative Agent or each other Guarantied Partypayment. If any Notwithstanding the foregoing, if Guarantor makes a payment under this Guaranty to which withholding tax applies or if any taxes (other than taxes on net income (i) imposed by the country or any subdivision of the country in which any Indemnified Taxes Lender’s principal office is located and (ii) measured by the United States taxable income Lender would have received if all payments under or Other Taxes in respect of this Guaranty were exempt from taxes levied by Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if Guarantor cannot legally comply with the foregoing, Guarantor shall pay to Lender such additional amounts as will result in Lender receiving the sum it would have received had no such deduction or withholding been made). Further, Guarantor shall also pay to the Administrative Agent or any other Guarantied PartyLender, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party that Lender specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, formed and resides in, resident in the United States of America. All payments by each any Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, then such Guarantor represents, represents and warrants and covenants that it will make the payment from one its offices located in the United States of its U.S. resident offices America to the Administrative Agent or each other Guarantied PartyAgent, for the benefit of the Credit Parties, so that no withholding tax is imposed on such payment. If Notwithstanding the foregoing, if any Guarantor makes a payment under this Guaranty on to which withholding tax applies, or any Indemnified Taxes or Other Taxes taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each then such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party each Credit Party, as applicable, receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyAgent, for the benefit of the Credit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor The Guarantors shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each (a) Guarantor represents and warrants that it is incorporated or formed, organized and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to Bank so that no withholding tax is imposed on the Administrative Agent or each other Guarantied Partypayment. If any Notwithstanding the foregoing, if Guarantor makes a payment under this Guaranty to which withholding tax applies or if any taxes (other than taxes on net income (i) imposed by the country or any subdivision of the country in which any Indemnified Taxes Bank's principal office or Other Taxes actual lending office is located and (ii) measured by the United States taxable income Bank would have received if ail payments under or in respect of this Guaranty were exempt from taxes levied by Guarantor's country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Bank receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if Guarantor cannot legally comply with the foregoing, Guarantor shall pay to Bank such additional amounts as will result in Bank receiving the sum it would have received had no such deduction or withholding been made). Further, Guarantor shall also pay to the Administrative Agent or any other Guarantied PartyBank, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party that Bank specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Bank would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes other than Excluded Taxes (collectively, “Non-Excluded Taxes, except as required by applicable Law”). If a Guarantor must make a payment under this Guaranty, such Guarantor representsagrees, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyGuaranteed Party so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, such Guarantor makes a payment under this Guaranty on to which withholding Tax (other than a Non-Excluded Tax) applies, or any Indemnified Taxes or Other Non-Excluded Taxes are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 2123, each Guarantor shall pay all such Indemnified Taxes or Other Non-Excluded Taxes to the relevant authority in accordance with applicable Law such that the Administrative Agent or any other Guarantied Guaranteed Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Guaranteed Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Guaranteed Party specifies as necessary to preserve the after-tax after‑tax yield the Administrative Agent or such other Guarantied Guaranteed Party would have received if such Indemnified Taxes or Other Non-Excluded Taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Guaranteed Party with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each The Guarantor represents and warrants that it is incorporated or formed, formed and resides in, a resident in the United States of America. All payments by each the Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a the Guarantor must make a payment under this Guaranty, such the Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Partyand the Lenders so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, the Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which the Administrative Agent's or any Indemnified Taxes of the Lender's principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Administrative Agent and the Lenders would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by the Guarantor's country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Paragraph 3, each the Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party and the Lenders receives the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Partyand the Lenders, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies and the Lenders specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party and the Lenders would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each The Guarantor shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, including for any and all present and future Taxes, Taxes except as for any Excluded Taxes required by applicable LawLaws to be withheld or deducted. If a each Guarantor must make a payment under this Guaranty, such each Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Guaranteed Party. If If, notwithstanding the foregoing, any Guarantor makes a payment under this Guaranty on which any Indemnified Taxes or Other Taxes are at any time imposed includingGuaranty, but not limited to, including payments made pursuant to this Section 21, each from which Taxes are required by applicable Laws to be withheld or deducted, such Guarantor shall pay all such Indemnified Taxes or Other Taxes to the relevant authority in accordance with applicable Law and, to the extent such Taxes are Indemnified Taxes or Other Taxes, such Guarantor shall pay additional amounts such that the Administrative Agent or any other Guarantied Guaranteed Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if account of such Indemnified Taxes or Other Taxes had not been imposedTaxes. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Guaranteed Party with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each (a) Guarantor represents and warrants that it is incorporated or formed, organized and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, includingIncluding, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to Bank so that no withholding tax is imposed on the Administrative Agent or each other Guarantied Partypayment. If any Notwithstanding the foregoing, if Guarantor makes a payment under this Guaranty to which withholding tax applies or if any taxes (other than taxes on net income (i) imposed by the country or any subdivision of the country in which any Indemnified Taxes Bank’s principal office or Other Taxes actual lending office is located and (ii) measured by the United States taxable income Bank would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Bank receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if (Guarantor cannot legally comply with the foregoing. Guarantor shall pay to Bank such additional amounts as will result in Bank receiving the sum it would have received had no such deduction or withholding been made), Further, Guarantor shall also pay to the Administrative Agent or any other Guarantied PartyBank, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party that Bank specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Bank would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyLender so that no withholding tax is imposed on the payment. If any notwithstanding the foregoing, Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which the principal office or actual lending office of Administrative Agent or any Indemnified Taxes Lender is located and (b) measured by the United States taxable income of Administrative Agent or Other Taxes any Lender would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21Pxxxxxxxx 0, each Guarantor Xxxxxxxxx shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party Lender receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyLender, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party Lender specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Lender would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party Lender with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such then Guarantor represents, represents and warrants and covenants that it will make the payment from one its offices located in the United States of its U.S. resident offices America to Administrative Agent, for the Administrative Agent or each other Guarantied Partybenefit of the Credit Parties, so that no withholding tax is imposed on such payment. If any Notwithstanding the foregoing, if Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes imposed on which any Indemnified Taxes or Other Taxes a Credit Party’s income, and franchise taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each then Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied each Credit Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to Administrative Agent, for the Administrative Agent or any other Guarantied Partybenefit of the Credit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated an entity formed or formedincorporated, and resides inas the case may be, under the laws of one or more states of the United States of America. All payments by each Guarantor the Guarantors hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxeswithholding, except as for Taxes required by to be deducted or withheld under applicable Lawlaw. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants agrees that it will make the payment from one of its U.S. resident offices to Administrative Agent, on behalf of the Administrative Agent or each other Guarantied PartyGuaranteed Parties. If any Guarantor makes shall be required by applicable law to deduct any Taxes from a payment to a Guaranteed Party under this Guaranty on which any Indemnified Taxes or Other Taxes are at any time imposed includingGuaranty, but not limited to, payments made pursuant to this Section 21, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes to the relevant authority in accordance with applicable Law law, and, if the deducted or withheld Taxes are Indemnified Taxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3), such that the Administrative Agent or any other Guarantied applicable Guaranteed Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes had not been imposedmade. Each Such Guarantor shall promptly provide the Administrative Agent or any other Guarantied such Guaranteed Party with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each (a) Guarantor represents and warrants that it is incorporated or formed, organized and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Partyso that no withholding tax is imposed on the payment. If any Notwithstanding the foregoing, if Guarantor makes a payment under this Guaranty to which withholding tax applies or if any taxes (other than taxes on net income (i) imposed by the country or any subdivision of the country in which any Indemnified Taxes Administrative Agent’s principal office or Other Taxes actual lending office is located and (ii) measured by the United States taxable income Administrative Agent would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if Guarantor cannot legally comply with the foregoing, Guarantor shall pay to Administrative Agent such additional amounts as will result in Administrative Agent receiving the sum it would have received had no such deduction or withholding been made). Further, Guarantor shall also pay to the Administrative Agent or any other Guarantied PartyAgent, on demand, all additional amounts which the that Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated or formed, formed under the laws of the states of their respective formation and resides in, resident in the United States of America. All payments by each any Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied PartyCredit Parties so that no withholding tax is imposed on the payment. If notwithstanding the foregoing, any Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than taxes on net income (a) imposed by the country or any subdivision of the country in which any Indemnified Taxes Credit Parties’ principal office or Other Taxes actual lending office is located and (b) measured by the United States taxable income the Credit Parties would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by such Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 212, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party receives Credit Parties receive the sum it they would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied PartyCredit Parties, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies Credit Parties specify as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party Credit Parties would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor Guarantors shall promptly provide the Administrative Agent with an original receipt or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partywithheld.

No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is incorporated an entity formed or formedincorporated, and resides inas the case may be, under the laws of one or more states of the United States of America. All payments by each Guarantor the Guarantors hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxeswithholding, except as for Taxes required by to be deducted or withheld under applicable Lawlaw. If a any Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants agrees that it will make the payment from one of its U.S. resident offices to Administrative Agent, on behalf of the Administrative Agent or each other Guarantied PartyGuaranteed Parties. If any Guarantor makes shall be required by applicable law to deduct any Taxes from a payment to a Guaranteed Party under this Guaranty on which any Indemnified Taxes or Other Taxes are at any time imposed includingGuaranty, but not limited to, payments made pursuant to this Section 21, each such Guarantor shall pay all such Indemnified Taxes or Other Taxes to the relevant authority in accordance with applicable Law law, and, if the deducted or withheld Taxes are Indemnified Taxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3), such that the Administrative Agent or any other Guarantied applicable Guaranteed Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and shall also pay to the Administrative Agent or any other Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes had not been imposedmade. Each Such Guarantor shall promptly provide the Administrative Agent or any other Guarantied such Guaranteed Party with the an original receipt or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.withheld. Exhibit E

No Setoff or Deductions; Taxes. Each Guarantor represents The Guarantors hereby represent, warrant and warrants jointly and severally agree that, as of the date of this Guaranty, their obligations under this Guaranty are not subject to any offsets or defenses against the Administrative Agent or the Holders of Obligations or any other guarantor of the Guaranteed Obligations of any kind. The Guarantors further jointly and severally agree that it is incorporated their obligations under this Guaranty shall not be subject to any counterclaims, offsets or formed, and resides in, defenses against the United States Administrative Agent or any Holder of AmericaObligation or any other guarantor of the Guaranteed Obligations of any kind which may arise in the future. All payments required to be made by each Guarantor hereunder shall be paid in fullmade to the Holders of Obligations free and clear of, and without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoeverfor, including, without limitation, for any and all present and future Taxes, except as required by applicable Law. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Partytaxes. If any Guarantor makes a payment shall be required by law to deduct any taxes from or in respect of any sum payable hereunder, (a) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Guaranty on which any Indemnified Taxes or Other Taxes are at any time imposed including, but not limited to, payments made pursuant to this Section 21, each Guarantor shall pay all such Indemnified Taxes or Other Taxes 2) the Holders of Obligations receive an amount equal to the relevant authority in accordance with applicable Law such that the Administrative Agent or any other Guarantied Party receives the sum it they would have received had no such deduction deductions been made, (b) such Guarantor shall make such deductions, and (c) such Guarantor shall pay the full amount deducted to the relevant taxing or withholding for Indemnified Taxes or Other Taxes been made and other authority in accordance with applicable law. Within thirty (30) days after the date of any payment of such taxes, each applicable Guarantor shall also pay furnish to the Administrative Agent or any other Guarantied Party, on demand, all additional amounts which the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued evidencing payment thereof. Each Guarantor shall jointly and severally indemnify and, within ten business (10) days of written demand therefor, pay each Holder of Obligations for the full amount of taxes paid by the relevant authority evidencing the payment any Holder of Obligations in respect of any sum payable hereunder (including any taxes imposed on any Holder of Obligations by any jurisdiction on amounts payable under this Section 2) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such amount required to taxes were correctly or legally asserted; provided, that no Foreign Guarantor shall be deducted liable for any indemnity for (or withheld or other evidence otherwise with respect to) any taxes paid by a Holder of such Obligations in respect of a payment reasonably satisfactory to the Administrative Agent or such other Guarantied Partyreceived from any Domestic Guarantor.

No Setoff or Deductions; Taxes. Each (a) Guarantor represents and warrants that it is incorporated or formed, organized and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, Form of Guaranty without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Partyso that no withholding tax is imposed on the payment. If any Notwithstanding the foregoing, if Guarantor makes a payment under this Guaranty to which withholding tax applies or if any taxes (other than taxes on net income (i) imposed by the country or any subdivision of the country in which any Indemnified Taxes Administrative Agent’s principal office or Other Taxes actual lending office is located and (ii) measured by the United States taxable income Administrative Agent would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if Guarantor cannot legally comply with the foregoing, Guarantor shall pay to Administrative Agent such additional amounts as will result in Administrative Agent receiving the sum it would have received had no such deduction or withholding been made). Further, Guarantor shall also pay to the Administrative Agent or any other Guarantied PartyAgent, on demand, all additional amounts which the that Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.

No Setoff or Deductions; Taxes. Each (a) Guarantor represents and warrants that it is incorporated or formed, organized and resides in, resident in the United States of America. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim (other than mandatory) or any deduction or withholding whatsoever, including, without limitation, for any and all present and future Taxes, except as required by applicable Lawtaxes. If a Guarantor must make a payment under this Guaranty, such Guarantor represents, represents and warrants and covenants that it will make the payment from one of its U.S. resident offices to the Administrative Agent or each other Guarantied Partyso that no withholding tax is imposed on the payment. If any Notwithstanding the foregoing, if Guarantor makes a payment under this Guaranty to which withholding tax applies or if any taxes (other than taxes on net income (i) imposed by the country or any subdivision of the country in which any Indemnified Taxes the Administrative Agent’s principal office or Other Taxes actual lending office is located and (ii) measured by the United States taxable income the Administrative Agent and the Lenders would have received if all payments under or in respect of this Guaranty were exempt from taxes levied by Guarantor’s country) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 21paragraph, each Guarantor shall pay all such Indemnified Taxes or Other Taxes taxes to the relevant authority in accordance with applicable Law law such that the Administrative Agent or any other Guarantied Party receives the sum it would have received had no such deduction or withholding for Indemnified Taxes or Other Taxes been made and (or, if Guarantor cannot legally comply with the foregoing, Guarantor shall pay to the Administrative Agent such additional amounts as will result in the Administrative Agent receiving the sum it would have received had no such deduction or withholding been made). Further, Guarantor shall also pay to the Administrative Agent or any other Guarantied PartyAgent, on demand, all additional amounts which that the Administrative Agent or any other Guarantied Party specifies as necessary to preserve the after-tax yield the Administrative Agent or such other Guarantied Party and the Lenders would have received if such Indemnified Taxes or Other Taxes taxes had not been imposed. Each Guarantor shall promptly provide the Administrative Agent or any other Guarantied Party with the original or a certified copy of a receipt issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld or other evidence of such payment reasonably satisfactory to the Administrative Agent or such other Guarantied Party.