Common use of Payments Free and Clear of Taxes Clause in Contracts

Payments Free and Clear of Taxes. All payments required to be made by Guarantor hereunder shall be made to the Beneficiaries free and clear of, and without deduction for, any and all present and future taxes, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All payments required to be made Each payment by any Guarantor hereunder shall be made to the Beneficiaries made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction forfor or because of, any and all present and or future taxes, withholdingslevies, leviesimposts, duties, and fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld by the government of any country or jurisdiction (or any authority therein or thereof) other governmental charges than the United States of America from or through which payments hereunder or on or in respect of the Notes are actually made ("Taxes"each a “Taxing Jurisdiction”), excluding unless such income and franchise taxes thereof which would otherwise have been payable imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law to make any payment under this Guaranty subject to such deduction, withholding or other restriction or condition, then such Guarantor shall forthwith (i) pay over to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by Borrower if TASL had such Guarantor (including the full amount required to be deducted or withheld from or otherwise paid by such Guarantor in respect of the Obligations to Borrower, or Tax Indemnity Amounts (as defined below)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) as may be necessary in order that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes (including any required deduction, withholding or other payment of tax on or with respect to such Tax Indemnity Amounts), shall be equal to the amount which such holder would have received had there been no imposition, levy, collection, assessment, deduction, withholding or other restriction or condition. Notwithstanding the provisions of this Section 7, no such Tax Indemnity Amounts shall be payable for or on account of any tax, assessment or other governmental charge that is imposed or withheld by Lender if Borrower reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or TASLdocument to the extent applicable to such Holder that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be delivered by such Guarantor in order to enable such Guarantor to make payments pursuant to this Section 7 without deduction or withholding for taxes, as the case may beassessments or governmental charges, had paid the Obligations to Lenderor with deduction or withholding of such lesser amount, which form or document shall be delivered within one hundred twenty days of a written request therefor by such Guarantor. If in accordance connection with the terms payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Keep Well. Upon request Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the Beneficiaries United States of America or either of themany political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall furnish pay to such Beneficiary a receipt Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction in respect of any such further amount) is equal to the amount which such Holder would have received after all United States Taxes on such Tax Indemnity Amounts and on any further amount had such withholding or deduction not been made. If any payment is made by any Guarantor to or for the account of the Holder of any Taxes paid Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Section 6 orParagraph, then, if such Holder determines that it has received or been granted a refund or received the benefit of a credit of such Relevant Taxes, such Holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund or credit, reimburse to the Guarantors such amount as such Holder shall determine to be attributable to the Relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the Holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no Taxes are payable with Holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Relevant Tax in priority to any payments required other claims, reliefs, credits or deductions available to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority it or an opinion oblige any Holder of counsel acceptable any Note to such Beneficiary, disclose any information relating to its tax affairs or any computations in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorrespect thereof.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor hereunder shall be made to the Beneficiaries Lender free and clear of, and without deduction for, any and all present and future taxes, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASLthe Triton LLC that is the borrower under any SPV Indebtedness, as the case may be, had paid the Obligations to Lender, Lender in accordance with the terms of the Keep Wellany SPV Indebtedness. Upon request by the Beneficiaries or either of themLender, Guarantor shall furnish to such Beneficiary Lender a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such BeneficiaryLender, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary Lender in the good faith belief that such taxes are owing, Guarantor will, upon demand of such BeneficiaryLender, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary Lender for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary Lender shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxestaxes, interest, penalties and expenses, expenses which refunds and any interest thereon shall be paid by such Beneficiary Lender to Guarantor within five (5) business days of receipt by such BeneficiaryLender; provided, that in no event shall any Beneficiary Lender be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All Any and all payments required to be made by or on behalf of Guarantor hereunder shall be made to the Beneficiaries made, in accordance with this SECTION 4, free and clear of, of and without deduction for, for any and all present and or future taxes. If Guarantor is required by law to deduct any taxes from or in respect of any sum payable hereunder to Lenders, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SECTION 4), Lenders receive an amount equal to the sum they would have received had paid the Obligations to Borrowerno deductions been made, or (ii) by Lender if Borrower Guarantor shall make the deductions and (iii) Guarantor shall pay the full amount deducted to the relevant taxing or TASL, as the case may be, had paid the Obligations to Lender, other authority in accordance with the terms of the Keep Wellapplicable law. Upon request by the Beneficiaries Collateral Agent or either of themLenders, Guarantor shall furnish to such Beneficiary Collateral Agent or Lenders a receipt for any Taxes taxes paid by Guarantor pursuant to this Section 6 SECTION 4 or, if no Taxes taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel, which opinion and counsel shall be acceptable to such BeneficiaryCollateral Agent, in either case stating that such the payment is exempt from or not subject to Taxestaxes. If Taxes taxes are properly paid by Collateral Agent or Lenders as a Beneficiary in the good faith belief that such taxes are owingresult of payments under this Guarantee, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally assertedCollateral Agent, indemnify such Beneficiary Collateral Agent and Lenders for such the payments, together with any interest, penalties and reasonable expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful a rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties agreed between Collateral Agent and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All payments required to be made Each payment by a Foreign Guarantor hereunder shall be made to the Beneficiaries made, under all circumstances, without reduction for, and free from and clear of, and without deduction foror withholding for or because of, any and all present and or future taxes, withholdingslevies, imposts, duties or similar governmental assessments and charges (but not including, for the avoidance of doubt, any taxes, levies, imposts, duties or other governmental assessments or charges imposed on or measured by reference to the income, receipts or gains of the relevant Holder, or any branch profits taxes, or any taxes, levies, imposts, duties or other governmental assessments or charges imposed as a result of a present or former connection of the relevant Holder with the jurisdiction imposing such tax, levy, impost, duty or other governmental assessment or charge) imposed, levied, collected, assessed, or required to be deducted or withheld by the government of any country or jurisdiction (or any authority therein or thereof), other than the United States of America or any political subdivision or authority therein or thereof, from which payments hereunder or on or in respect of the Notes are actually made (hereinafter called “Non-U.S. Taxes”), unless such imposition, levy, collection, assessment, deduction or withholding is required by law. If a Foreign Guarantor is required by law to make any payment pursuant to this Guaranty subject to such deduction or withholding, then such Guarantor shall forthwith (a) pay over to the government or taxing authority imposing such tax the full amount required to be so deducted or withheld (including the full amount required to be deducted or withheld from or otherwise paid by such Guarantor in respect of the Tax Indemnity Amounts (as defined below)), and (b) pay each Holder such additional amounts (“Tax Indemnity Amounts”) as may be necessary in order that the net amount of every payment made to each Holder, after provision for payment of such Non-U.S. Taxes (including any required deduction, withholding or other payment of tax on or with respect to such Tax Indemnity Amounts), shall be equal to the amount which such Holder would have received had there been no deduction or withholding. Notwithstanding the provisions of this Section 7, no such Tax Indemnity Amounts shall be payable for or on account of any tax, levy, impost, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document to the extent applicable to such Holder that would enable such Guarantor to make payments pursuant to this Section 7 in the Guaranty without, or at a reduced rate of, deduction or withholding for taxes, levies, imposts, duties, assessments or governmental charges, which form or document shall be delivered prior to the making of any payment by such Guarantor hereunder, and other governmental charges in any event within twenty days of a written request therefor by such Guarantor ("Taxes"and any such Holder shall promptly provide such updated forms or documents in the event forms or documents previously submitted by such Holder become inaccurate or obsolete). Notwithstanding anything to the contrary herein, excluding such income and franchise taxes thereof which Tax Indemnity Amounts shall be payable pursuant to this Section 7 only to the extent that the net amount that would otherwise have been payable (i) be received by Borrower if TASL had paid the Obligations a Holder with respect to Borrower, or (ii) a payment by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Foreign Guarantor pursuant to this Section 6 orGuaranty, if no after such Foreign Guarantor has deducted or withheld any Non-U.S. Taxes are payable with respect to any payments as required to be by law, is less than the net amount such Holder would have received had such payment been made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at Company on the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by GuarantorNotes.

Payments Free and Clear of Taxes. (a) All payments required of principal, interest, fees and other amounts under this Agreement, the Notes or any other Loan Document or otherwise paid or payable to be made by Guarantor hereunder Agent (as used in this Section 2.17, Payments) shall be made to the Beneficiaries free and clear of, and without deduction forby reason of, Taxes, all of which shall be paid by the Borrower for its own account not later than the date when due. If the Borrower is required by law or regulation to deduct or withhold any Taxes from any Payment, it shall: (a) make such deduction or withholding; (b) pay the amount so deducted or withheld to the appropriate taxing authority not later than the date when due; (c) deliver to Agent, promptly and all present and future taxesin any event within fifteen (15) days after the date on which such Taxes become due, withholdings, levies, duties, original tax receipts and other governmental charges evidence satisfactory to Agent of the payment when due of the full amount of such Taxes; and ("d) pay to Agent or the affected Lender forthwith upon any request by Agent therefor from time to time, such additional amounts as may be necessary so that each Lender receives, free and clear of all Taxes"), excluding the full amount of such income Payment stated to be due under this Agreement, the Notes or any other Loan Document as if no such deduction or withholding had been made. The Borrower agrees to indemnify each Lender and franchise taxes thereof which would otherwise have been payable (i) the Agent for the full amount of Taxes paid by Borrower if TASL had paid such Lender or the Obligations to Borrower, or (ii) by Lender if Borrower or TASLAgent, as the case may be, had and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto (except for Taxes on the overall net income of such Lender or the Agent or any franchise Taxes in lieu thereof) without duplication of any amounts paid by the Obligations Borrower pursuant to Section 2.9(a). (b) From time to time, if requested in writing by the Borrower or the Agent, each Lender listed on the signature pages hereof, and on or prior to the date on which it becomes a Lender in the case of each other Lender, in accordance organized under the laws of a jurisdiction outside the United States (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Agent with the terms of the Keep Well. Upon request (i) United States Internal Revenue Service (IRS) Form W-8BEN or W-8ECI or any successor form prescribed by the Beneficiaries IRS, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor certifying that the income receivable pursuant to this Section 6 orAgreement is effectively connected with the conduct of a trade or business in the United States, if no Taxes are payable and (ii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Code), certifying that such Lender is entitled to an exemption from or a reduced rate of tax on payments pursuant to this Agreement or any of the other Loan Documents. (c) For any period with respect to any payments which a Lender has failed to provide the Borrower and the Agent with the appropriate form pursuant to Section 2.17(b) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be made provided), such Lender shall not be entitled to any "gross-up" of Taxes or indemnification under Section 2.17(a) with respect to Taxes imposed by Guarantor hereunderthe United States; provided, either however, that should a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such BeneficiaryLender, in either case stating that such payment which is otherwise exempt from or not subject to Taxes. If a reduced rate of withholding tax, become subject to Taxes are paid by because of its failure to deliver a Beneficiary in form required hereunder, the good faith belief that Borrower shall take such taxes are owing, Guarantor will, upon demand of steps as such Beneficiary, and whether or not Lender shall reasonably request to assist such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of Lender to recover such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All Except as set forth below, all payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Administrative Agent, for the benefit of the Agents, the L/C Issuers and the Lenders, free and clear of, and without deduction for, any and all present and future taxesTaxes and other Taxes (but not Excluded Taxes). If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings(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 SECTION 12.13) the Agents, leviesthe L/C Issuers or the Lenders, dutiesas applicable, receive an amount equal to the sum they would have received had no such 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 other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with Applicable Law. Notwithstanding the terms foregoing, no Guarantor should be required to pay any such additional amounts to an Agent, an L/C Issuer or a Lender with respect to any Taxes in respect of which the Keep Well. Upon request Borrowers would not be required to pay any additional amounts pursuant to SECTION 3.04 if such Taxes were withheld or deducted by the Beneficiaries or either Borrowers and the payment had been made by the Borrowers instead of themsuch Guarantor. Within thirty (30) days after the date of any payment of Taxes, each applicable Guarantor shall furnish to such Beneficiary the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (10) days of receipt of written demand therefor, pay the Administrative Agent, for the benefit of the Agents, the L/C Issuers and the Lenders, for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this SECTION 12.13) paid by Guarantor pursuant to this Section 6 orany Agent, if no Taxes are payable any L/C Issuer or any Lender, as appropriate, with respect to any payments required to be made payment by or on account of any obligation of a Guarantor hereunderhereunder and any penalties, either a certificate from each appropriate taxing authority interest and reasonable out-of-pocket expenses arising therefrom or an opinion of counsel acceptable to such Beneficiarywith respect thereto, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. Notwithstanding the foregoing, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary a Guarantor shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary not be required to expend its own funds indemnify an L/C Issuer, a Lender or an Agent with respect to any Taxes in seeking respect of which the Borrowers would not be required to indemnify such L/C Issuer, Lender or Agent pursuant to SECTION 3.04 if the payment had been made by the Borrowers and such Taxes arose with respect to any payment by or on account of any obligation of the Borrowers. If an L/C Issuer, a Lender or an Agent receives a refund in respect of Taxes or Other Tax as to which it has been indemnified by the Guarantor, and which the Guarantors have paid, pursuant to this SECTION 12.13, it shall within thirty (30) days from the date of such receipt pay over such refund and providedto the Guarantor net of all out-of-pocket expenses of such L/C Issuer, furtherLender or Agent, that any expenses incurred in connection therewith shall be paid by Guarantoras applicable.

Payments Free and Clear of Taxes. All payments required to be made by the Guarantor hereunder shall be made to the Beneficiaries free and clear of, and without deduction forfor or on account of, any and all present and or future taxes, withholdingsvalue-added taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed (in all cases excluding income taxes) and other governmental charges all interest, penalties or similar liabilities with respect thereto ("Taxes"collectively, “Additional Costs”); provided, excluding such income and franchise however, that anything herein contained to the contrary notwithstanding, the Guarantor shall not be required to pay withholding taxes thereof which in excess of the amount of withholding taxes that would otherwise have been be payable by a financial institution that is both (i) by Borrower if TASL had paid a resident of a country with which Mexico has entered into a treaty for the Obligations to Borrower, or avoidance of double taxation which is in effect in such country and (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance registered with the terms Ministry of Finance and Public Credit of Mexico (the “SHCP”) for purposes of Article 195(I) of the Keep WellMexican Income Tax Law (or any successor provision). Upon request If any Additional Costs are required by Law to be deducted or withheld from, or in respect of, any sum payable hereunder, the Guarantor agrees to pay, subject to the proviso in the immediately foregoing sentence, the full amount of such Additional Costs and such other additional amounts as may be necessary so that every payment of all amounts due hereunder, after withholding or deduction for or on account of any Additional Costs, will not be less than the amount provided for herein. Subject to the proviso in the first sentence of this Section 6.11, the Guarantor will furnish to the Subordinate Certificate Holders, within sixty (60) days after the date the payment of any Additional Costs is due pursuant to applicable law, copies of tax forms evidencing such payment by the Beneficiaries Guarantor, duly stamped by or either on behalf of themthe SHCP or any other applicable Government Agency. Subject to the proviso in the first sentence of this Section 6.11, the Guarantor shall furnish to will indemnify and hold harmless any Subordinate Certificate Holder and reimburse such Beneficiary a receipt Subordinate Certificate Holder promptly upon its written request, for the amount of any Taxes Additional Costs or other taxes described above which are levied or imposed on and paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by GuarantorSubordinate Certificate Holder.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor hereunder shall be made to the Beneficiaries Agent and Lenders free and clear of, and without deduction for, any and all present and future taxes. If Guarantor shall be required by law to deduct any withholding taxes from or in respect of any sum payable hereunder, withholdings(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 Section 6) Agent or Lenders, leviesas applicable, dutiesreceive an amount equal to the sum they would have received had no such deductions been made, (b) Guarantor shall make such deductions, and (c) Guarantor shall pay the full amount deducted to the relevant taxing or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law. Guarantor shall not be required, however, to gross up payments to Agent or Lenders for an amount higher than the terms withholding tax rate established in the treaty existing at such time of payment between Guarantor’s country of legal domicile and the Keep WellUnited States. Upon request Within thirty (30) days after the date of any payment of taxes, or within five (5) Business Days following receipt by the Beneficiaries or either Guarantor of themevidence of payment from Guarantor’s taxing authority, whichever is later,Guarantor shall furnish to such Beneficiary Agent the original or a certified copy of a receipt evidencing payment thereof. Guarantor shall indemnify and, within ten (10) days of demand therefor, pay Agent and each Lender for the full amount of withholding taxes (including any Taxes withholding taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Guarantor pursuant to this Section 6 orAgent or such Lender, if no Taxes are payable as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect to any payments required to be made by Guarantor hereunderthereto, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be taxes were correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be so long as paid by such Beneficiary to Guarantor within five (5) business days of receipt by Agent or such Beneficiary; provided, that Lender in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorgood faith.

Payments Free and Clear of Taxes. All payments required to be made (a) Each payment by a Foreign Guarantor hereunder shall be made to the Beneficiaries made, under all circumstances, without reduction for, and free from and clear of, and without deduction foror withholding for or because of, any and all present and or future taxes, withholdingslevies, imposts, duties or similar governmental assessments and charges (but not including, for the avoidance of doubt, any taxes, levies, imposts, duties or other governmental assessments or charges imposed on or measured by reference to the income, receipts or gains of the relevant Holder, or any branch profits taxes, or any taxes, levies, imposts, duties or other governmental assessments or charges imposed as a result of a present or former connection of the relevant Holder with the jurisdiction imposing such tax, levy, impost, duty or other governmental assessment or charge) imposed, levied, collected, assessed, or required to be deducted or withheld by the government of any country or jurisdiction (or any authority therein or thereof), other than the United States of America or any political subdivision or authority therein or thereof, from which payments hereunder or on or in respect of the Notes are actually made (hereinafter called “Non-U.S. Taxes”), unless such imposition, levy, collection, assessment, deduction or withholding is required by law. If a Foreign Guarantor is required by law to make any payment pursuant to this Guaranty subject to such deduction or withholding, then such Guarantor shall forthwith (a) pay over to the government or taxing authority imposing such tax the full amount required to be so deducted or withheld (including the full amount required to be deducted or withheld from or otherwise paid by such Guarantor in respect of the Tax Indemnity Amounts (as defined below)), and (b) pay each Holder such additional amounts (“Tax Indemnity Amounts”) as may be necessary in order that the net amount of every payment made to each Holder, after provision for payment of such Non-U.S. Taxes (including any required deduction, withholding or other payment of tax on or with respect to such Tax Indemnity Amounts), shall be equal to the amount which such Holder would have received had there been no deduction or withholding. Notwithstanding the provisions of this Section 7(a), no such Tax Indemnity Amounts shall be payable for or on account of any tax, levy, impost, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document to the extent applicable to such Holder that would enable such Guarantor to make payments pursuant to this Section 7 in the Guaranty without, or at a reduced rate of, deduction or withholding for taxes, levies, imposts, duties, assessments or governmental charges, which form or document shall be delivered prior to the making of any payment by such Guarantor hereunder, and other governmental charges in any event within twenty days of a written request therefor by such Guarantor ("Taxes"and any such Holder shall promptly provide such updated forms or documents in the event forms or documents previously submitted by such Holder become inaccurate or obsolete). Notwithstanding anything to the contrary herein, excluding such income and franchise taxes thereof which Tax Indemnity Amounts shall be payable pursuant to this Section 7 only to the extent that the net amount that would otherwise be received by a Holder with respect to a payment by a Foreign Guarantor pursuant to this Guaranty, after such Foreign Guarantor has deducted or withheld any Non-U.S. Taxes as required by law, is less than the net amount such Holder would have received had such payment been payable made by the Company on the applicable Notes. (b) HMRC DT Treaty Passport Scheme Any Holder who holds a passport under the HMRC DT Treaty Passport Scheme, and which wishes that scheme to apply to this Guaranty, shall include an indication to that effect by providing its HMRC DT Treaty Passport Scheme reference number and its jurisdiction of tax residence as follows: (a) in the case of each Purchaser, providing such information (i) by Borrower if TASL had paid in Schedule A to the Obligations to Borrower, Note Purchase Agreement at the date of the Note Purchase Agreement or (ii) by Lender if Borrower or TASL, as in a written notice delivered to the case may be, had paid the Obligations to Lender, Reporting Entity in accordance with the terms Section 18 of the Keep WellNote Purchase Agreement prior to the date that a Holder has proceeded against any United Kingdom resident Guarantor under this Guaranty, and (b) in the case of any transferee of a Note, providing such information in writing to the Reporting Entity in accordance with Section 18 of the Note Purchase Agreement at the time of transfer. Upon request by Where a Holder has provided its HMRC DT Treaty Passport Scheme reference number and jurisdiction of tax residence as provided above, the Beneficiaries Reporting Entity shall use its commercially reasonable efforts to file (if it is an entity resident in the United Kingdom) or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required cause to be made by filed in respect of any United Kingdom resident Guarantor hereunder, either a certificate from each appropriate taxing authority duly completed form DTTP2 or an opinion of counsel acceptable to such Beneficiary, any prescribed replacement form in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand respect of such Beneficiary, Holder with HMRC within 30 business days after a Holder has proceeded against any United Kingdom resident Guarantor under this Guaranty and whether or not shall provide such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together Holder with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser a copy of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid that filing if so requested by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by GuarantorHolder.

Payments Free and Clear of Taxes. All payments required to be made by any Guarantor hereunder shall be made to the Beneficiaries Agent and Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings, levies, duties, and other governmental charges the sum payable shall be increased as much as shall be necessary so that after making all required deductions ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been including deductions applicable to additional sums payable (iunder this Section 6) by Borrower if TASL had paid the Obligations to Borrower, Agent or (ii) by Lender if Borrower or TASLLenders, as applicable, receive an amount equal to the case may besum they would have received had no such deductions been made, had paid such Guarantor shall make such deductions and such Guarantor shall pay the Obligations full amount deducted to Lender, the relevant taxing or other authority in accordance with applicable law. Within thirty (30) days after the terms date of the Keep Well. Upon request by the Beneficiaries or either any payment of themTaxes, such Guarantor shall furnish to such Beneficiary Agent the original or a certified copy of a receipt evidencing payment thereof. Such Guarantor shall indemnify and, within ten (10) days of written demand therefor, pay Agent and each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Guarantor pursuant to this Section 6 orAgent or such Lender, if no Taxes are payable as appropriate with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such BeneficiaryGuarantor, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes shall be were correctly or legally assertedasserted and (d) within 30 days after the written request of Guarantor, indemnify such Beneficiary for such paymentseach Lender or Agent shall, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser cost of 10% such Guarantor, execute and deliver to Guarantor such information, certificates or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with forms as are reasonably requested by such Guarantor in seeking any such request, which can be furnished consistent with the facts and which are necessary to assist such Guarantor in applying for refunds of Taxes paid (or reimbursed pursuant to Section 6) by such Taxes, interest, penalties and expenses, which refunds and any interest thereon Guarantor hereunder provided always that no Lender or Agent shall be paid obliged to execute and deliver any information, certificates or forms regarding any part of its business or affairs that it considers to be confidential. If a Lender or Agent receives a refund of any Taxes with respect to which any Guarantor has made a payment hereunder or otherwise, such Lender or Agent shall pay to such Guarantor an amount that such Lender or Agent determines in good faith to be equal to the net benefit, after tax, that was obtained by such Beneficiary to Guarantor within five Lender or Agent (5as the case may be) business days as a consequence of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorrefund.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor hereunder shall be made to the Beneficiaries Purchasers free and clear of, and without deduction for, any and all present and future taxes. If Guarantor shall be required by law to deduct any taxes from or in respect of any sum payable hereunder, withholdings(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 Section 6), leviesPurchaser receive an amount equal to the sum it would have received had no such deductions been made, duties(b) Guarantor shall make such deductions, and (c) Guarantor shall pay the full amount deducted to the relevant taxing or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law. Within thirty (30) days after the terms date of the Keep Well. Upon request by the Beneficiaries or either any payment of themtaxes, Guarantor shall furnish to such Beneficiary Purchasers the original or a certified copy of a receipt evidencing payment thereof. Guarantor shall indemnify and, within ten (10) days of demand therefor, pay Purchasers for the full amount of taxes (including any Taxes taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Guarantor pursuant to Purchasers in connection with the transactions contemplated by this Section 6 orGuaranty, if no Taxes are payable the Purchase Agreement and other Closing Documents (other than income taxes), and any liability (including penalties, interest and expenses) arising therefrom or with respect to any payments required to be made by Guarantor hereunderthereto, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be taxes were correctly or legally asserted. Purchasers hereby agree to cooperate at Guarantor's cost and expense with Guarantor's reasonable requests in any action brought by Guarantor to contest the accuracy, indemnify such Beneficiary for such payments, together with applicability or legality of any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantortaxes so paid.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor The Company will pay all amounts of principal of, Yield Maintenance Amount, if any, and interest on the Notes, and all other amounts payable hereunder shall be made to or under the Beneficiaries Notes, without set-off or counterclaim and free and clear of, and without deduction foror withholding for or on account of, any and all present and future income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (except net income taxes and franchise taxes in lieu of net income taxes imposed on any holder of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located) (all such non-excluded taxes, withholdingsduties, levies, imposts, duties, charges, fees, deductions and other governmental charges (withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld from any amounts payable to a holder of any Notes, excluding such income and franchise taxes thereof which would otherwise have been the amounts so payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for holder shall be increased to the extent necessary to yield such holder (after payment of all Taxes) interest on any Taxes paid by Guarantor pursuant to such other amounts payable hereunder at the rates or in the amounts specified in this Section 6 or, if no Agreement and the Notes. Whenever any Taxes are payable with respect by the Company, as promptly as possible thereafter, the Company shall send to each holder of the Notes, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any payments required Taxes when due to be made by Guarantor hereunder, either a certificate from each the appropriate taxing authority or an opinion fails to remit to each holder of counsel acceptable to such Beneficiarythe Notes the required receipts or other required documentary evidence, in either case stating the Company shall indemnify each holder of the Notes for any Taxes (including interest or penalties) that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid may become payable by such Beneficiary to Guarantor within five (5) business days holder as a result of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The obligations of the Company under this paragraph 11Q shall survive the payment and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorperformance of the Notes and the termination of this Agreement.

Payments Free and Clear of Taxes. All (a) Any and all payments required to be made by Guarantor hereunder under this Guaranty shall be made to the Beneficiaries free and clear of, and without deduction for, any and all present and future prospectively enacted taxes, withholdings, levies, dutiesimposts, deductions, charges or withholdings, and other governmental charges all liabilities with respect thereto (including, without limitation, penalties, interest, additions to tax and expenses) (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being herein collectively referred to as "Taxes"). (b) Guarantor shall pay any prospectively enacted stamp or documentary taxes, excluding such intangible taxes or any other sales, excise or property taxes, charges or similar levies which arise from any payment made with respect to this Guaranty, excepting therefrom income taxes and franchise taxes thereof which would otherwise have been of Lender (collectively, "Other Taxes"). (c) If Guarantor shall be required by any prospectively enacted law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to Lender, then: (i) by Borrower if TASL the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 25 Lender shall receive an amount equal to the sum Lender would have received had paid the Obligations to Borrower, or no such deductions been made; (ii) by Lender if Borrower Guarantor shall make such deductions; (iii) Guarantor shall pay the full amount deducted to the relevant taxation, or TASLother, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law; and (iv) within ten (10) days after the terms date of the Keep Well. Upon request by the Beneficiaries or either of themsuch payment, Guarantor shall furnish to such Beneficiary Lender the original or a certified copy of a receipt for evidencing such payment. (d) Without prejudice to the survival of any Taxes paid by other agreement or obligation of Guarantor pursuant to under this Guaranty, the agreements and obligations of Guarantor under this Section 6 or, if no Taxes are payable 25 shall survive so long as any relevant limitations period with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority Tax or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by GuarantorOther Tax remains open.

Payments Free and Clear of Taxes. All Except as set forth below, all payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Administrative Agent and the Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes and other Taxes (but not Excluded Taxes). If any Guarantor 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 SECTION 12.13) the Administrative Agent or the Lenders, withholdingsas applicable, leviesreceive an amount equal to the sum they would have received had no such deductions been made, duties(b) such Guarantor shall make such deductions, and (c) such Guarantor shall pay the full amount deducted to the relevant taxing or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with Applicable Law. Notwithstanding the terms foregoing, no Guarantor should be required to pay any such additional amounts to an Agent or a Lender with respect to any Taxes in respect of which the Borrowers would not be required to pay any additional amounts pursuant to SECTION 3.04 if such Taxes were withheld or deducted by the Borrowers and the payment had been made by the Borrowers instead of the Keep WellGuarantor. Upon request by Within thirty (30) days after the Beneficiaries or either date of themany payment of Taxes, each applicable Guarantor shall furnish to such Beneficiary the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this SECTION 12.13) paid by Guarantor pursuant to this Section 6 orthe Administrative Agent or such Lender, if no Taxes are payable as appropriate, with respect to any payments required to be made payment by or on account of any obligation of a Guarantor hereunderhereunder and any penalties, either a certificate from each appropriate taxing authority interest and reasonable out-of-pocket expenses arising therefrom or an opinion of counsel acceptable to such Beneficiarywith respect thereto, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. Notwithstanding the foregoing, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary a Guarantor shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary not be required to expend its own funds indemnify a Lender or an Agent with respect to any Taxes in seeking respect of which the Borrowers would not be required to indemnify the Lender or the Agent pursuant to SECTION 3.04 if the payment had been made by the Borrowers and such Taxes arose with respect to any payment by or on account of any obligation of the Borrowers. If a Lender or Agent receives a refund in respect of Taxes or Other Tax as to which it has been indemnified by the Guarantor, and which the Guarantors have paid, pursuant to this SECTION 12.13, it shall within thirty (30) days from the date of such receipt pay over such refund and provided, further, that any to the Guarantor net of all out-of-pocket expenses incurred in connection therewith shall be paid by Guarantorof such Lender or Agent.

Payments Free and Clear of Taxes. All (a) Except as provided in the following sentence, payments required of principal, interest, fees and other amounts under this Agreement, the Notes or any other Loan Document or otherwise paid or payable to be made by Guarantor hereunder the Lender (as used in this §2.6, "Payments") shall be made to the Beneficiaries free and clear of, and without deduction forby reason of, Indemnified Taxes, all of which shall be paid by the Borrower for its own account not later than the date when due. If the Borrower is required by law or regulation to deduct or withhold any and all present and future taxesTaxes from any Payment, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable it shall: (i) by Borrower if TASL had paid the Obligations to Borrower, make such deduction or withholding; (ii) by Lender if Borrower pay the amount so deducted or TASL, as withheld to the case may be, had paid appropriate taxing authority not later than the Obligations date when due; (iii) deliver to the Lender, promptly and in accordance with any event within 15 days after the terms date on which such Taxes become due, original tax receipts (if reasonably obtainable) or other evidence satisfactory to the Lender of the Keep Well. Upon payment when due of the full amount of such Taxes; and (iv) pay to the Lender forthwith upon request by from time to time, such additional amounts as may be necessary so the Beneficiaries Lender receives, free and clear of all Taxes (other than Excluded Taxes), the full amount of such Payment stated to be due under this Agreement, the Notes or either any other Loan Document as if no such deduction or withholding had been made. (b) The Borrower agrees to indemnify the Lender for the full amount of them, Guarantor shall furnish to such Beneficiary a receipt for any Indemnified Taxes paid by Guarantor the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto within ten Business Days after receipt of the Lender's written demand therefore (which written demand shall include or be accompanied by (x) a description in reasonable detail of the Indemnified Tax involved and the calculation of the amount of indemnity demanded and (y) a copy of each written communication which the Lender received from any Governmental Authority or other taxing authority with respect to such Indemnified Tax. (c) If the Borrower pays any Indemnified Tax to any Governmental Authority or other taxing authority, or pays any amount to the Lender pursuant to this Section 6 or, if no Taxes are payable §§2.6(a)(iv) or 2.6(b) with respect to any payments required Tax: (i) the Borrower shall be subrogated to the rights of the Lender with respect to such Tax, and the Lender shall take such action as the Borrower may reasonably request to enable the Borrower to exercise those rights; and (ii) to the extent that the Lender receives a refund of such Tax, the Lender shall pay the amount of such refund to the Borrower within thirty (30) days after receipt thereof. (d) Notwithstanding any provision to the contrary in the Loan Documents, the Borrower shall have no obligation to pay, or to indemnify the Lender for, any Tax pursuant to this §2.6 to the extent that such Tax has been taken into account in the calculation of any amount paid or payable by the Borrower to the Lender pursuant to §2.5 or §9. (e) The Borrower's deduction or withholding from any Payment any withholding tax that is an Excluded Tax and the Borrower's payment of such Payment reduced by such withholding tax in accordance with this §2.6 shall not be made by Guarantor hereunder, either a certificate Default or an Event of Default. (f) If the Lender receives a written claim from each appropriate any Governmental Authority or other taxing authority or an opinion for any Indemnified Tax, the Lender shall send a copy of counsel acceptable such written claim to such Beneficiarythe Borrower promptly after receipt thereof. If requested by the Borrower and the Borrower acknowledges, in either case stating writing, that such payment Tax is exempt from an Indemnified Tax, the Lender shall contest (or permit the Borrower to contest) such claim in accordance with applicable Law (including appealing any adverse determination) and shall not subject to Taxes. If Taxes are paid by a Beneficiary in concede, settle, compromise or discontinue such contest without the good faith belief that such taxes are owing, Guarantor will, upon demand of such BeneficiaryBorrower's prior written consent (which shall not be unreasonably withheld) , and whether or not such Taxes the Borrower shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and pay the reasonable expenses incurred by the Lender in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorcontest.

Payments Free and Clear of Taxes. All payments required to be made Each payment by any Guarantor hereunder shall be made to the Beneficiaries made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction forfor or because of, any and all present and or future taxes, withholdingslevies, leviesimposts, duties, and fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (hereinafter called "Relevant Taxes") imposed, levied, collected, assessed, deducted or withheld by the government of any country or jurisdiction (or any authority therein or thereof) other governmental charges than the United States of America from or through which payments hereunder or on or in respect of the Notes are actually made (each a "TaxesTaxing Jurisdiction"), excluding unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. Notwithstanding anything herein to the contrary, "Relevant Taxes" shall not include taxes imposed on or measured by any Holder's assets, net income and or franchise taxes thereof which would otherwise have been payable arising after the date hereof solely as a result of or attributable to a Holder changing its designated home office after the date the Holder becomes entitled to the benefits hereof. If a Guarantor is required by law to make any payment under this Guaranty subject to such deduction, withholding or other restriction or condition, then such Guarantor shall forthwith (i) pay over to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by Borrower if TASL had such Guarantor (including the full amount required to be deducted or withheld from or otherwise paid by such Guarantor in respect of the Obligations to Borrower, or Tax Indemnity Amounts (as defined below)); (ii) pay each Holder such additional amounts ("Tax Indemnity Amounts") as may be necessary in order that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes (including any required deduction, withholding or other payment of tax on or with respect to such Tax Indemnity Amounts), shall be equal to the amount which such holder would have received had there been no imposition, levy, collection, assessment, deduction, withholding or other restriction or condition. Notwithstanding the provisions of this SECTION 7, no such Tax Indemnity Amounts shall be payable for or on account of any tax, assessment or other governmental charge that is imposed or withheld by Lender if Borrower reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or TASLdocument to the extent applicable to such Holder that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be delivered by such Guarantor in order to enable such Guarantor to make payments pursuant to this SECTION 7 without deduction or withholding for taxes, as the case may beassessments or governmental charges, had paid the Obligations to Lenderor with deduction or withholding of such lesser amount, which form or document shall be delivered within one hundred twenty days of a written request therefor by such Guarantor. If in accordance connection with the terms payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Keep Well. Upon request Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the Beneficiaries United States of America or either of themany political subdivision or taxing authority therein ("United States Taxes") on such Tax Indemnity Amounts, such Guarantor shall furnish pay to such Beneficiary Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction in respect of any such further amount) is equal to the amount which such Holder would have received after all United States Taxes on such Tax Indemnity Amounts and on any further amount had such withholding or deduction not been made. If any Holder shall become aware that it is entitled to a receipt refund in respect of Relevant Taxes for which it has been indemnified by any Taxes paid by Guarantor pursuant to this Section 6 orSection, if no Taxes are such Holder shall promptly notify the Guarantor of the availability of such refund and shall, within 30 days after receipt of a written request by the Guarantor apply for such refund at the Guarantor's sole cost and expense, and within 30 days of receipt thereof, pay such refund to the Guarantor net of all reasonable out-of-pocket expenses of such Holder and net of any taxes payable by the Holder with respect to the receipt or accrual of the tax refund plus any payments required tax benefit realized by Holder from the payment of the amount to be made by the Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any without interest (other than interest, penalties and expenses if any, included in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorrefund).

Payments Free and Clear of Taxes. (a) All payments required to be made the Lenders by Guarantor hereunder the Borrower under any of the Documents shall be made to the Beneficiaries free and clear of, and without deduction or withholding for, any and all present and future taxesTaxes imposed by any Governmental Authority, withholdingsunless such Taxes are required by Applicable Law to be deducted or withheld. If the Borrower shall be required by Applicable Law to deduct or withhold any such Taxes from or in respect of any amount payable under any of the Documents, leviesthen, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower the amount payable under such Document shall be increased (and for greater certainty, in the case of interest, the amount of interest shall be increased) as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to any additional amounts paid under this Section 14.11(a)), the Lenders receive an amount equal to the amount they would have received if TASL no such deduction or withholding had paid the Obligations to Borrowerbeen made, or (ii) the Borrower shall make such deductions or withholdings, and (iii) the Borrower shall immediately pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law. (b) The Borrower agrees to immediately pay any present or future stamp or documentary taxes or any other excise or property taxes, charges, financial institutions duties, debits taxes or similar levies (all such taxes, charges, duties and levies being referred to as "Other Taxes") which arise from any payment made by Lender if the Borrower under any of the Documents or TASLfrom the execution, delivery or registration of, or otherwise with respect to, any of the Documents. (c) The Borrower shall indemnify the Administrative Agent and the Lenders for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable by the Borrower under this Section 14.11) paid by the Lenders or the Administrative Agent and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes or Other Taxes, whether or not they were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the Administrative Agent or the relevant Lender, as the case may be, had paid makes written demand for payment. A certificate as to the Obligations amount of such Taxes or Other Taxes submitted to Lenderthe Borrower by the Administrative Agent or the relevant Lender shall be conclusive evidence, in accordance with the terms absent manifest error, of the Keep Well. Upon request by amount due from the Beneficiaries Borrower to the Administrative Agent or either of themthe Lenders, Guarantor as the case may be. (d) The Borrower shall furnish to such Beneficiary the Administrative Agent and the Lenders the original or a certified copy of a receipt for evidencing payment of Taxes or Other Taxes made by the Borrower within 30 days after the date of any payment of Taxes paid or Other Taxes. (e) The Lenders, their successors and assigns, and the Administrative Agent, agree to promptly provide to the Borrower or the Guarantor a U.S. IRS Form W-8 and such other similar certificates as may reasonably be required by the Borrower or the Guarantor pursuant to in connection with their obligations under Section 14.11 of the Credit Agreement or Section 8.4 of the Guarantee. (f) The provisions of this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor 14.11 shall survive the termination of the Agreement and the repayment of all Obligations hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All (a) Except as provided in the following sentence, payments required of principal, interest, fees and other amounts under this Agreement, the Note or any other Loan Document or otherwise paid or payable to be made by Guarantor hereunder the Lender (as used in this §2.6, “Payments”) shall be made to the Beneficiaries free and clear of, and without deduction forby reason of, Indemnified Taxes, all of which shall be paid by the Borrower for its own account not later than the date when due. If the Borrower is required by law or regulation to deduct or withhold any and all present and future taxesTaxes from any Payment, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable it shall: (i) by Borrower if TASL had paid the Obligations to Borrower, make such deduction or withholding; (ii) by Lender if Borrower pay the amount so deducted or TASL, as withheld to the case may be, had paid appropriate taxing authority not later than the Obligations date when due; (iii) deliver to the Lender, promptly and in accordance with any event within 15 days after the terms date on which such Taxes become due, original tax receipts (if reasonably obtainable) or other evidence satisfactory to the Lender of the Keep Well. Upon payment when due of the full amount of such Taxes; and (iv) pay to the Lender forthwith upon request by from time to time, such additional amounts as may be necessary so the Beneficiaries Lender receives, free and clear of all Taxes (other than Excluded Taxes), the full amount of such Payment stated to be due under this Agreement, the Note or either any other Loan Document as if no such deduction or withholding had been made. (b) The Borrower agrees to indemnify the Lender for the full amount of them, Guarantor shall furnish to such Beneficiary a receipt for any Indemnified Taxes paid by Guarantor the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto within ten Business Days after receipt of the Lender’s written demand therefore (which written demand shall include or be accompanied by (x) a description in reasonable detail of the Indemnified Tax involved and the calculation of the amount of indemnity demanded and (y) a copy of each written communication which the Lender received from any Governmental Authority or other taxing authority with respect to such Indemnified Tax. (c) If the Borrower pays any Indemnified Tax to any Governmental Authority or other taxing authority, or pays any amount to the Lender pursuant to this Section 6 or, if no Taxes are payable §§2.6(a)(iv) or 2.6(b) with respect to any payments required Tax: (i) the Borrower shall be subrogated to the rights of the Lender with respect to such Tax, and the Lender shall take such action as the Borrower may reasonably request to enable the Borrower to exercise those rights; and (ii) to the extent that the Lender receives a refund of such Tax, the Lender shall pay the amount of such refund to the Borrower within thirty (30) days after receipt thereof. (d) Notwithstanding any provision to the contrary in the Loan Documents, the Borrower shall have no obligation to pay, or to indemnify the Lender for, any Tax pursuant to this §2.6 to the extent that such Tax has been taken into account in the calculation of any amount paid or payable by the Borrower to the Lender pursuant to §2.5 or §10. (e) The Borrower’s deduction or withholding from any Payment any withholding tax that is an Excluded Tax and the Borrower’s payment of such Payment reduced by such withholding tax in accordance with this §2.6 shall not be made by Guarantor hereunder, either a certificate Default or an Event of Default. (f) If the Lender receives a written claim from each appropriate any Governmental Authority or other taxing authority or an opinion for any Indemnified Tax, the Lender shall send a copy of counsel acceptable such written claim to such Beneficiarythe Borrower promptly after receipt thereof. If requested by the Borrower and the Borrower acknowledges, in either case stating writing, that such payment Tax is exempt from an Indemnified Tax, the Lender shall contest (or permit the Borrower to contest) such claim in accordance with applicable Law (including appealing any adverse determination) and shall not subject to Taxes. If Taxes are paid by a Beneficiary in concede, settle, compromise or discontinue such contest without the good faith belief that such taxes are owing, Guarantor will, upon demand of such BeneficiaryBorrower’s prior written consent (which shall not be unreasonably withheld), and whether or not such Taxes the Borrower shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and pay the reasonable expenses incurred by the Lender in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorcontest.

Payments Free and Clear of Taxes. All The Borrowers hereby agree, in favour of the Agent and each Lender, subject to compliance by the relevant Lender with the provisions of Section 14.18, that: (a) Any and all payments required to be made by Guarantor hereunder the Borrowers under or pursuant to this agreement or any agreement or instrument delivered pursuant hereto shall be made to the Beneficiaries free and clear of, and without deduction for, any and all present and or future taxes, withholdingslevies, imposts, deductions, charges, fees, duties or withholding or other charges of any nature imposed by any taxing authority in Canada, and all liabilities with respect thereto, imposed as a consequence of the making of any payment under or pursuant to this agreement or any agreement or instrument delivered pursuant hereto excluding, in the case of the Agent or any Lender, taxes imposed on its net income or capital taxes or receipts and franchise taxes (all such non-excluded taxes, levies, dutiesimposts, deductions, charges, withholdings and other governmental charges liabilities being hereinafter referred to as “Taxes”). If the Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent or any Lender under or pursuant to this agreement or any agreement or instrument delivered pursuant hereto, the sum so payable shall be increased as may be necessary so that after making all required deductions ("Taxes"), excluding including deductions applicable to additional sums payable under this Section 8.06) the Agent or such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASLLender, as the case may be, receives an amount equal to the sum it would have received had paid no such deductions been made. (b) The Borrowers hereby indemnify and hold harmless the Obligations to LenderAgent and each Lender for the full amount of Taxes, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt and for any incremental Taxes paid by Guarantor pursuant due to this Section 6 or, if no the Borrowers’ failure to remit to the Agent and the Lenders the required receipts or other required documentary evidence or due to the Borrowers’ failure to pay any Taxes are payable with respect when due to any payments required to be made by Guarantor hereunder, either a certificate from each the appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary(including, in either case stating that such payment is exempt from or not subject to Taxes. If without limitation, any Taxes imposed by any jurisdiction on amounts payable under this Section 8.06) which are paid by a Beneficiary in the good faith belief that such taxes are owingAgent or any Lender, Guarantor will, upon demand of such Beneficiaryas the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes shall be were correctly or legally assertedassessed. The Agent or any Lender who pays any Taxes shall promptly notify the Borrowers of such payment and, indemnify if such Beneficiary for such paymentspayment was made pursuant to an incorrect or illegal assessment, together shall reasonably cooperate with any interestthe Borrowers, penalties and expenses in connection therewith plus interest thereon at the lesser expense of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate Borrowers, in a commercially reasonable manner with Guarantor in seeking any refunds dispute of such Taxes, interest, penalties and expenses, which refunds and any interest thereon assessment. Payment pursuant to this indemnification shall be paid by made within 30 days from the date the Agent or such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; providedLender, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and providedas the case may be, further, that any expenses incurred in connection therewith shall be paid by Guarantormakes written demand therefor.

Payments Free and Clear of Taxes. All (a) Any and all payments required to be made by Guarantor hereunder the Borrowers under or pursuant to any Loan Document to the Administrative Agent or any Lender shall be made to the Beneficiaries free and clear of, and without deduction for, any and all present and or future taxes, withholdingslevies, imposts, deductions, charges, fees, duties or withholding or other charges of any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction as a consequence or result of any action taken by a Borrower including the making of any payment under or pursuant to any Loan Document excluding, in the case of the Administrative Agent or the Lenders or any of them, taxes imposed on its net income or capital taxes or receipts and franchise taxes (all such non-excluded taxes, levies, dutiesimposts, deductions, charges, withholdings and other governmental charges (liabilities being hereinafter referred to as "Taxes"). If a Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Administrative Agent or any such Lender under or pursuant to any Loan Document, excluding the sum payable to the Administrative Agent or such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASLLender, as the case may be, shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 8.06) the recipient thereof receives an amount equal to the sum it would have received had paid no such deductions been made. (b) The Borrowers hereby indemnify and hold harmless the Obligations to Lender, in accordance with Administrative Agent and each such Lender for the terms full amount of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt Taxes and for any incremental Taxes paid by Guarantor pursuant due to this Section 6 or, if no a Borrower's failure to remit to the Administrative Agent and the Lenders the required receipts or other required documentary evidence or due to a Borrower's failure to pay any Taxes are payable with respect when due to any payments required to be made by Guarantor hereunder, either a certificate from each the appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary(including, in either case stating that such payment is exempt from or not subject to Taxes. If without limitation, any Taxes are imposed by any jurisdiction on amounts payable under this Section 8.06) paid by a Beneficiary in the good faith belief that such taxes are owingAdministrative Agent or any Lender, Guarantor will, upon demand of such Beneficiaryas the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes shall be were correctly or legally assertedassessed. The Administrative Agent or any Lender who pays any Taxes shall promptly notify the Borrowers of such payment and, indemnify if such Beneficiary for such paymentspayment was made pursuant to an incorrect or illegal assessment, together shall reasonably co-operate with any interestthe Borrowers, penalties and expenses in connection therewith plus interest thereon at the lesser expense of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate Borrowers, in a commercially reasonable manner with Guarantor in seeking any refunds dispute of such Taxes, interest, penalties and expenses, which refunds and any interest thereon assessment. Payment pursuant to this indemnification shall be paid made within 30 days from the date the Administrative Agent or such Lender, as the case maybe, makes written demand therefor. (c) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 8.06 shall survive the repayment of the outstanding credit hereunder and the termination of the Credit Facilities and this Agreement. (d) Notwithstanding any other provision hereof, any Lender which is not a resident of Canada for the purpose of the Income Tax Act (Canada) shall not be entitled to the benefits of Section 8.06(a), (b) and (c) to the extent they relate to withholding tax on payments to be made by the Borrowers to such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by GuarantorLender.

Payments Free and Clear of Taxes. (a) All payments required on the principal of, and interest on, the Loan payable under this Agreement by Purchaser to be made by Guarantor hereunder Seller shall be made to the Beneficiaries free and clear of, and without deduction for, Without reduction by reduction of any and all present and future taxesFuture income, withholdings, stamp and other taxes and levies, dutiesimposts, deductions, charges, compulsory Loan and withholdings whatsoever imposed, assessed, levied or collected by any Governmental Authority or any political subdivision or taxing authority thereof or therein (other than tax on the general income of Seller), together with interest thereon and penalties with respect thereto, if any, on or in respect of this Agreement, the Loan, the registration, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees or other governmental charges amounts made on, under, or in respect thereof (hereinafter "Taxes"), excluding such income and franchise taxes thereof all of which would otherwise have been will be paid by Purchaser, for its own account, prior to the date on which penalties attach thereto. (b) In the event that Purchaser is required by applicable law, decree or regulation. to deduct or withhold. any Taxes from any amounts payable (i) by Borrower if TASL had paid the Obligations to Borroweron., tinder, or in respect of this Agreement or the Loan, Purchaser shall pay Seller such additional amounts as may be required, after the deduction or withholding of Taxes, to enable Seller to receive from Purchaser an amount equal to the amount stated to be payable under this Agreement. (iic) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor Purchaser shall furnish to such Beneficiary a receipt for Seller original tax receipts in respect of any withholding of 'Taxes paid by Guarantor pursuant to required tinder this Section 6 or, if no Taxes are payable with respect within thirty (30) days after the date of each payment of interest which is subject to any payments Taxes, and Purchaser shall promptly furnish Seller any other information, documents and receipts that Seller, may in its sole discretion from time-to-time, require to establish to its satisfaction that full and timely payment has been made of all Taxes required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion paid under this Section. (d) The obligations of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in Purchaser Under this Section shall survive the good faith belief that such taxes are owing, Guarantor will, upon demand termination of such Beneficiary, this Agreement and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser repayment of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by GuarantorLoan.

Payments Free and Clear of Taxes. All (a) Any and all payments required to be made by Guarantor hereunder under this Agreement and the Notes shall be made to the Beneficiaries free and clear of, and without deduction or withholding for, any and all present or future federal, state, local and future foreign taxes, withholdings, levies, dutiesimposts, deductions, charges or withholdings, and other governmental charges ("Taxes")all liabilities with respect thereto, excluding such taxes as are imposed on or measured by each of the Purchasers’ net income and franchise taxes by the jurisdiction under the laws of which such Purchaser is organized or conducts business or any political subdivision thereof which would otherwise have been (“Taxes”). If the Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under the Notes, (i) by Borrower if TASL 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 Section 3.5(a)) the applicable Purchaser shall receive an amount equal to the sum it would have received had paid the Obligations to Borrowerno such deductions been made, or (ii) by Lender if Borrower the Company shall make such deductions, and (iii) the Company shall pay the full amount deducted to the relevant taxing or TASL, as the case may be, had paid the Obligations to Lender, other authority in accordance with applicable law. (b) In addition, the terms Company agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made under this Agreement or the Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as “Other Taxes”). (c) The Company will indemnify the each of the Keep Well. Upon request Purchasers for the full amount of Taxes or Other Taxes imposed by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes jurisdiction and paid by Guarantor pursuant to this Section 6 orsuch Purchaser, if no Taxes are payable and any liability (including penalties, interest and expenses) arising therefrom or with respect to any payments required to be made by Guarantor hereunderthereto, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be or Other Taxes were correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary indemnification payment shall thereafter cooperate be made within 30 days after the date such Purchaser makes written demand therefor. (d) Within 30 days after the date of any payment of Taxes or Other Taxes, the Company will furnish to the Purchasers the original or a certified copy of a receipt evidencing payment thereof. (e) Without prejudice to the survival of any other agreement contained herein, the agreements and Obligations contained in a commercially reasonable manner with Guarantor this Section 3.5 shall survive the payment in seeking any refunds full of such Taxesprincipal, interest, penalties and expenses, which refunds fees and any interest thereon shall be paid by such Beneficiary other amounts payable hereunder (other than amounts payable pursuant to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorthis Section 3.5).

Payments Free and Clear of Taxes. All Any and all payments required to be made by or on behalf of -------------------------------- any Guarantor hereunder shall be made to the Beneficiaries made, in accordance with this Section 6, free and clear of, --------- of and without deduction for, for any and all present and or future taxes. If any Guarantor shall be required by law to deduct any taxes from or in respect of any sum payable hereunder to Bank, withholdings, levies, duties, and other governmental charges ("Taxes"a) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 6), excluding Bank receives an --------- amount equal to the sum it would have received had no such income deductions been made, (b) such Guarantor shall make such deductions and franchise taxes thereof which would otherwise have been payable (ic) by Borrower if TASL had paid such Guarantor shall pay the Obligations full amount deducted to Borrower, the relevant taxing or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, other authority in accordance with the terms of the Keep Wellapplicable law. Upon request by the Beneficiaries or either of themBank, each Guarantor shall furnish to such Beneficiary Bank a receipt for any Taxes taxes paid by such Guarantor pursuant to this Section 6 or --------- other document evidencing payment thereof or, if no Taxes taxes are payable with respect to any payments required to be made by such Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such BeneficiaryBank, in either case stating that such payment is exempt from or not subject to Taxestaxes. If Taxes taxes are paid by Bank as a Beneficiary in the good faith belief that such taxes are owingresult of payments under this Guaranty, then each Guarantor will, upon demand of such BeneficiaryBank, and whether or not such Taxes taxes shall be correctly or legally asserted, indemnify such Beneficiary Bank for such paymentspayments in accordance with the terms of the Loan Agreement, together with any interest, penalties penalties, and expenses in connection therewith plus interest thereon at the lesser rate specified in the Loan Documents that is then applicable to the Loan Agreement (calculated as if such payments constituted overdue amounts of 10% or principal as of the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds date of the making of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorpayments).

Payments Free and Clear of Taxes. All payments required to whatsoever under this Guaranty will be made by such Guarantor hereunder shall be made to in lawful currency of the Beneficiaries United States of America (“U.S. Dollars”) free and clear of, and without liability or withholding or deduction forfor or on account of, any and all present and or future taxes, withholdings, levies, duties, and Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other governmental charges than the United States ("Taxes"or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), excluding unless the withholding or deduction of such income Tax is compelled by law. If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by a Guarantor under this Guaranty, such Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and franchise taxes thereof which pay to each Holder such additional amounts as may be necessary in order that the net amounts paid to such Holder pursuant to the terms of this Guaranty after such deduction, withholding or payment (including without limitation any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such Holder under the terms of this Guaranty before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of: (a) any Tax that would otherwise not have been imposed but for the existence of any present or former connection between such Holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation or any Person other than the Holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including without limitation such Holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for such Guarantor, after the date of the first Closing, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Guaranty or the Notes are made to, the Taxing Jurisdiction imposing the relevant Tax; (b) any Tax that would not have been imposed but for the delay or failure by such Holder (following a written request by such Guarantor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such Holder to avoid or reduce such Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such Holder, provided that such Holder shall be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and submission of such Forms as may be specified in a written request of such Guarantor no later than 60 days after receipt by such Holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof); or (c) any combination of clauses (a) and (b) above; and provided further that in no event shall such Guarantor be obligated to pay such additional amounts (i) by Borrower to any Holder not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the first Closing in excess of the amounts that such Guarantor would be obligated to pay if TASL such Holder had paid been a resident of the Obligations to BorrowerUnited States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty at the time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) to any Holder registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and such Guarantor shall have given timely notice of such law or interpretation to such Holder. By acceptance of any Note, each Holder agrees that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by Lender such Guarantor all such forms, certificates, documents and returns provided to such Holder by such Guarantor (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such Holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States and such Taxing Jurisdiction and (y) provide such Guarantor with such information with respect to such Holder as such Guarantor may reasonably request in order to complete any such Forms, provided that nothing in this Section 7 shall require any Holder to provide information with respect to any such Form or otherwise if Borrower in the opinion of such Holder such Form or TASLdisclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such Holder, as and provided further that each such Holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such Holder to such Guarantor or mailed to the appropriate taxing authority, whichever is applicable, within 60 days following a written request of such Guarantor (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case may beof a transfer of any Note, had paid at least 90 days prior to the Obligations relevant interest payment date. On or before the date of the first Closing such Guarantor will furnish you with copies of the appropriate Form (and English translation if required as aforesaid) currently required to Lenderbe filed in a Taxing Jurisdiction pursuant to clause (b) of the first paragraph of this Section 7, if any, and in accordance connection with the terms transfer of any Note such Guarantor will furnish the transferee of such Note with copies of any Form and English translation then required. If any payment is made by such Guarantor to or for the account of the Keep Well. Upon request Holder of any Note after deduction for or on account of any Taxes, and increased payments are made by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or7, then, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either such Holder at its sole discretion determines that it has received or been granted a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds refund of such Taxes, interestsuch Holder shall, penalties and expensesto the extent that it can do so without prejudice to the retention of the amount of such refund, which refunds and reimburse to such Guarantor such amount as such Holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of any interest thereon Holder to arrange its tax affairs in whatever manner it thinks fit and, in particular, no Holder shall be paid under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any Holder to disclose any information relating to its tax affairs or any computations in respect thereof. Such Guarantor will furnish the Holders, promptly and in any event within 60 days after the date of any payment by such Beneficiary Guarantor of any Tax in respect of any amounts paid under this Guaranty, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of such Guarantor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any Holder. If such Guarantor within five makes payment to or for the account of any Holder and such Holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (5other than a Form described above), then such Holder shall, as soon as practicable after receiving written request from such Guarantor (which shall specify in reasonable detail and supply the refund forms to be filed) business days of receipt use reasonable efforts to complete and deliver such refund forms to or as directed by such Beneficiary; providedGuarantor, that in no event subject, however, to the same limitations with respect to Forms as are set forth above. The obligations of such Guarantor under this Section 7 shall survive the payment or transfer of any Beneficiary be required Note and the provisions of this Section 7 shall also apply to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorsuccessive transferees of the Notes.

Payments Free and Clear of Taxes. All (a) Except as provided in the following sentence, payments required of principal, interest, fees and other amounts under this Agreement, the Note or any other Loan Document or otherwise paid or payable to be made by Guarantor hereunder the Lender (as used in this §2.6, “Payments”) shall be made to the Beneficiaries free and clear of, and without deduction forby reason of, Indemnified Taxes, all of which shall be paid by the Borrower for its own account not later than the date when due. If the Borrower is required by law or regulation to deduct or withhold any and all present and future taxesTaxes from any Payment, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable it shall: (i) by Borrower if TASL had paid the Obligations to Borrower, make such deduction or withholding; (ii) by Lender if Borrower pay the amount so deducted or TASL, as withheld to the case may be, had paid appropriate taxing authority not later than the Obligations date when due; (iii) deliver to the Lender, promptly and in accordance with any event within 15 days after the terms date on which such Taxes become due, original tax receipts (if reasonably obtainable) or other evidence satisfactory to the Lender of the Keep Well. Upon payment when due of the full amount of such Taxes; and (iv) pay to the Lender forthwith upon request by from time to time, such additional amounts as may be necessary so the Beneficiaries Lender receives, free and clear of all Taxes (other than Excluded Taxes), the full amount of such Payment stated to be due under this Agreement, the Note or either any other Loan Document as if no such deduction or withholding had been made. (b) The Borrower agrees to indemnify the Lender for the full amount of them, Guarantor shall furnish to such Beneficiary a receipt for any Indemnified Taxes paid by Guarantor the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto within ten Business Days after receipt of the Lender’s written demand therefore (which written demand shall include or be accompanied by (x) a description in reasonable detail of the Indemnified Tax involved and the calculation of the amount of indemnity demanded and (y) a copy of each written communication which the Lender received from any Governmental Authority or other taxing authority with respect to such Indemnified Tax. (c) If the Borrower pays any Indemnified Tax to any Governmental Authority or other taxing authority, or pays any amount to the Lender pursuant to this Section 6 or, if no Taxes are payable §§2.6(a)(iv) or 2.6(b) with respect to any payments required Tax: (i) the Borrower shall be subrogated to the rights of the Lender with respect to such Tax, and the Lender shall take such action as the Borrower may reasonably request to enable the Borrower to exercise those rights; and (ii) to the extent that the Lender receives a refund of such Tax, the Lender shall pay the amount of such refund to the Borrower within thirty (30) days after receipt thereof. (d) Notwithstanding any provision to the contrary in the Loan Documents, the Borrower shall have no obligation to pay, or to indemnify the Lender for, any Tax pursuant to this §2.6 to the extent that such Tax has been taken into account in the calculation of any amount paid or payable by the Borrower to the Lender pursuant to §2.5 or §8. (e) The Borrower’s deduction or withholding from any payment any withholding tax that is an Excluded Tax and the Borrower’s payment of such payment reduced by such withholding tax in accordance with this §2.6 shall not be made by Guarantor hereunder, either a certificate Default or an Event of Default. (f) If the Lender receives a written claim from each appropriate any Governmental Authority or other taxing authority or an opinion for any Indemnified Tax, the Lender shall send a copy of counsel acceptable such written claim to such Beneficiarythe Borrower promptly after receipt thereof. If requested by the Borrower and the Borrower acknowledges, in either case stating writing, that such payment Tax is exempt from an Indemnified Tax, the Lender shall contest (or permit the Borrower to contest) such claim in accordance with applicable Law (including appealing any adverse determination) and shall not subject to Taxes. If Taxes are paid by a Beneficiary in concede, settle, compromise or discontinue such contest without the good faith belief that such taxes are owing, Guarantor will, upon demand of such BeneficiaryBorrower’s prior written consent (which shall not be unreasonably withheld), and whether or not such Taxes the Borrower shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and pay the reasonable expenses incurred by the Lender in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorcontest.

Payments Free and Clear of Taxes. All payments required to be made by the Guarantor hereunder shall be made to the Beneficiaries free and clear of, and without deduction forfor or on account of, any and all present and or future taxes, withholdingsvalue-added taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed (in all cases excluding income taxes) and other governmental charges all interest, penalties or similar liabilities with respect thereto (collectively, "TaxesAdditional Costs"); provided, excluding such income and franchise however, that anything herein contained to the contrary notwithstanding, the Guarantor shall not be required to pay withholding taxes thereof which in excess of the amount of withholding taxes that would otherwise have been be payable by a financial institution that is both (i) by Borrower if TASL had paid a resident of a country with which Mexico has entered into a treaty for the Obligations to Borrower, or avoidance of double taxation which is in effect in such country and (ii) registered with the Ministry of Finance and Public Credit of Mexico (the "SHCP") for purposes of Article 195(I) of the Mexican Income Tax Law (or any successor provision). Such withholding tax rate is currently 4.9%. If any Additional Costs are required by Lender if Borrower Law to be deducted or TASLwithheld from, or in respect of, any sum payable hereunder, the Guarantor agrees to pay, subject to the proviso in the immediately foregoing sentence, the full amount of such Additional Costs and such other additional amounts as may be necessary so that every payment of all amounts due hereunder, after withholding or deduction for or on account of any Additional Costs, will not be less than the amount provided for herein. Subject to the proviso in the first sentence of this Section 6.12, the Guarantor will furnish to the Administrative Agent, within sixty (60) days after the date the payment of any Additional Costs is due pursuant to applicable law, copies of tax forms evidencing such payment by the Guarantor, duly stamped by or on behalf of the SHCP or any other applicable Government Agency. Subject to the proviso in the first sentence of this Section 6.12, the Guarantor will indemnify and hold harmless the Administrative Agent or any Tranche A Lender, as the case may be, had paid and reimburse the Obligations to Administrative Agent or any Tranche A Lender, in accordance with as the terms case may be, promptly upon its written request, for the amount of the Keep Well. Upon request any Additional Costs or other taxes described above which are levied or imposed on and paid by the Beneficiaries Administrative Agent or either of themany Tranche A Lender, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either as the case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantormay be.

Payments Free and Clear of Taxes. All Except as set forth below, all payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Agents and Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings(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 SECTION 8.14) the Agents or Lenders, leviesas applicable, dutiesreceive an amount equal to the sum they would have received had no such 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 other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law. Notwithstanding the terms foregoing, no Guarantor should be required to pay any such additional amounts to an Agent or a Lender with respect to any Taxes in respect of which the Borrowers would not be required to pay any additional amounts pursuant to SECTION 3.6 if such Taxes were withheld or deducted by the Borrowers and the payment had been made by the Borrowers instead of the Keep WellGuarantor. Upon request by Within thirty (30) days after the Beneficiaries or either date of themany payment of Taxes, each applicable Guarantor shall furnish to such Beneficiary the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (10) days of receipt of written demand therefor, pay each Agent and each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this SECTION 8.14) paid by Guarantor pursuant to this Section 6 orsuch Agent or such Lender, if no Taxes are payable as appropriate, with respect to any payments required to be made payment by or on account of any obligation of a Guarantor hereunderhereunder and any penalties, either a certificate from each appropriate taxing authority interest and reasonable out-of-pocket expense) arising therefrom or an opinion of counsel acceptable to such Beneficiarywith respect thereto, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. Notwithstanding the foregoing, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary no Guarantor shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds indemnify a Lender or an Agent with respect to any Taxes in seeking respect of which the Borrowers would not be required to indemnify the Lender or the Agent pursuant to SECTION 3.6(C) if the payment had been made by the Borrowers and such Taxes arose with respect to any such refund and provided, further, that payment by or on account of any expenses incurred in connection therewith shall be paid by Guarantorobligation of the Borrowers.

Payments Free and Clear of Taxes. All payments required to be made by Each Guarantor will pay all amounts of principal of, Yield Maintenance Amount, if any, and interest on the Notes, and all other amounts payable hereunder shall be made to or under the Beneficiaries Note Agreement or the Notes, without set-off or counterclaim and free and clear of, and without deduction foror withholding for or on account of, any and all present and future income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (except net income taxes and franchise taxes in lieu of net income taxes imposed on any holder of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located) (all such non-excluded taxes, withholdingsduties, levies, imposts, duties, charges, fees, deductions and other governmental charges (withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld from any ----- amounts payable hereunder to a holder of any Notes, excluding such income and franchise taxes thereof which would otherwise have been the amounts so payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for holder shall be increased to the extent necessary to yield such holder (after payment of all Taxes) interest on any Taxes paid by Guarantor pursuant to such other amounts payable hereunder at the rates or in the amounts specified in the Note Agreement, this Section 6 or, if no Guaranty Agreement and the Notes. Whenever any Taxes are payable with respect by any Guarantor, as promptly as possible thereafter, such Guarantor shall send to each holder of the Notes, a certified copy of an original official receipt received by such Guarantor showing payment thereof. If any payments required Guarantor fails to be made by Guarantor hereunder, either a certificate from each pay any Taxes when due to the appropriate taxing authority or an opinion fails to remit to each holder of counsel acceptable to the Notes the required receipts or other required documentary evidence, such Beneficiary, in either case stating Guarantor shall indemnify each holder of the Notes for any Taxes (including interest or penalties) that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid may become payable by such Beneficiary to Guarantor within five (5) business days holder as a result of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The obligations of the Guarantors under this paragraph shall survive the payment and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorperformance of the Notes and the termination of the Note Agreement and this Guaranty Agreement.

Payments Free and Clear of Taxes. (a) All payments required of principal, interest, fees and other amounts under this Agreement, the Notes or any other Loan Document or otherwise paid or payable to be made by Guarantor hereunder Agent (as used in this Section 2.17, Payments) shall be made to the Beneficiaries free and clear of, and without deduction forby reason of, Taxes, all of which shall be paid by each Borrower for its own account not later than the date when due. If any Borrower is required by law or regulation to deduct or withhold any Taxes from any Payment, it shall: (a) make such deduction or withholding; (b) pay the amount so deducted or withheld to the appropriate taxing authority not later than the date when due; (c) deliver to Agent, promptly and all present and future taxesin any event within fifteen (15) days after the date on which such Taxes become due, withholdings, levies, duties, original tax receipts and other governmental charges evidence satisfactory to Agent of the payment when due of the full amount of such Taxes; and ("d) pay to Agent forthwith upon any request by Agent therefor from time to time, such additional amounts as may be necessary so that each Lender receives, free and clear of all Taxes"), excluding the full amount of such Payment stated to be due under this Agreement, the Notes or any other Loan Document as if no such deduction or withholding had been made. The Borrower agrees to indemnify each Lender and the Agent for the full amount of Taxes (except for Taxes on the overall net income and of such Lender or the Agent or any franchise taxes thereof which would otherwise have been payable (iTaxes in lieu thereof) paid by Borrower if TASL had paid such Lender or the Obligations to Borrower, or (ii) by Lender if Borrower or TASLAgent, as the case may be, had and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto without duplication of any amounts paid by such Borrower pursuant to Section 2.9(a). (b) From time to time, if requested in writing by a Borrower or the Obligations Agent, each Lender listed on the signature pages hereof, and on or prior to the date on which it becomes a Lender in the case of each other Lender, in accordance organized under the laws of a jurisdiction outside the United States (but only so long as such Lender remains lawfully able to do so), shall provide such Borrower and the Agent with the terms of the Keep Well. Upon request (i) United States Internal Revenue Service (IRS) Form W-8BEN or W-8ECI or any successor form prescribed by the Beneficiaries IRS, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor certifying that the income receivable pursuant to this Section 6 orAgreement is effectively connected with the conduct of a trade or business in the United States, if no Taxes are payable and (ii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Code), certifying that such Lender is entitled to an exemption from or a reduced rate of tax on payments pursuant to this Agreement or any of the other Loan Documents. (c) For any period with respect to any payments which a Lender has failed to provide such Borrower and the Agent with the appropriate form pursuant to Section 2.17(b) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be made provided), such Lender shall not be entitled to any "gross-up" of Taxes or indemnification under Section 2.17(a) with respect to Taxes imposed by Guarantor hereunderthe United States; provided, either however, that should a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such BeneficiaryLender, in either case stating that such payment which is otherwise exempt from or not subject to Taxes. If a reduced rate of withholding tax, become subject to Taxes are paid by because of its failure to deliver a Beneficiary in the good faith belief that form required hereunder, such taxes are owing, Guarantor will, upon demand of Borrower shall take such Beneficiary, and whether or not steps as such Taxes Lender shall be correctly or legally asserted, indemnify reasonably request to assist such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of Lender to recover such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All payments required to be The Obligors, for the benefit of those holders of the Notes which are residents, citizens or domestic corporations of the United States of America at the time of any payment made by Guarantor an Obligor hereunder shall be made to (the Beneficiaries free and clear of, and without deduction for, any and all present and future taxes, withholdings, levies, duties, and other governmental charges ("TaxesRELEVANT HOLDERS"), excluding agree that in the event any such income and franchise taxes thereof payments made by an Obligor under the Notes, this Agreement, a Guaranty Agreement or any other Financing Document are subject to any present or future tax, duty, assessment, impost, levy or other similar charge (a "RELEVANT TAX") imposed, levied, collected, assessed, deducted or withheld by the government of Canada (or any authority therein or thereof) or by the government of any other country or jurisdiction (or any authority therein or thereof) other than the United States (or any authority therein or thereunder) from or through which would otherwise have been payable payments hereunder are actually made (ieach a "TAXING JURISDICTION"), the Obligors will pay to the Relevant Holder such additional amounts (the "ADDITIONAL AMOUNTS") by Borrower if TASL had as may be necessary in order that the net amounts paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations such Relevant Holder pursuant to Lender, in accordance with the terms of this Agreement, such Notes, the Keep Well. Upon request Guaranty Agreements and the other Financing Documents after imposition of any such Relevant Tax (including, without limitation, any Relevant Tax on such Additional Amounts) shall be not less than the amounts specified in this Agreement to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the Beneficiaries government of the United States (or either any authority therein or thereunder) as described above), except that no such Additional Amounts shall be payable in respect of themthis Agreement, Guarantor shall furnish any Note, a Guaranty Agreement or any other Financing Document to a Relevant Holder which is liable for such Beneficiary a receipt for any Taxes paid Relevant Tax in respect of this Note Agreement, such Notes, such Guaranty Agreement or such other Financing Document solely by Guarantor pursuant reason of such Relevant Holder being resident or being deemed resident in such Taxing Jurisdiction or carrying on business or being deemed to this Section 6 or, if no Taxes are payable carry on business in such Taxing Jurisdiction or having some other business connection with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such BeneficiaryTaxing Jurisdiction other than, in either the case stating that of Canada, the mere holding of this Agreement, such payment is exempt from Notes, such Guaranty Agreement or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% other Financing Document or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate receipt of principal or interest in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorrespect thereof.

Payments Free and Clear of Taxes. All (a) Any and all payments required by the Guarantor to be made by Guarantor hereunder or for the benefit of any Guaranteed Party shall be made to the Beneficiaries free and clear of, of and without deduction foror withholding for or on account of any present or future taxes. If the Guarantor shall be required by law to deduct any taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions of taxes (including deductions of taxes applicable to additional sums payable under this Section 5) the Guaranteed Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor shall make such deductions and (iii) the Guarantor shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) In addition, the Guarantor agrees to pay any present or future stamp, documentary, privilege, intangible or similar taxes or any other excise or property taxes, charges or similar levies that arise at any time or from time to time (i) from any payment made under any and all Credit Documents or (ii) from the execution or delivery by the Guarantor or any Subsidiary of the Guarantor of, or from the filing or recording or maintenance of, or otherwise with respect to, any and all present and future taxes, withholdings, levies, duties, and other governmental charges Credit Documents (hereinafter referred to as "Other Taxes"). (c) The Guarantor agrees to indemnify the Guaranteed Parties for the full amount of taxes or Other Taxes (including, excluding without limitation, any taxes imposed by any jurisdiction on amounts payable under this Section) paid by the Guaranteed Parties, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto (plus interest thereon at a rate equal to the rate calculated pursuant to Section 2.8 of the Credit Agreement, calculated as if such income payments constituted overdue amounts of principal as of the date of the making of such payments), whether or not such taxes or Other Taxes were correctly or legally asserted. Payments of all such amounts shall be made within 30 days from the date the Guaranteed Parties make written demand therefor. (d) If any Guaranteed Party is, in its sole opinion, able to apply for any tax credit, tax deduction or other reduction in tax by reason of any withholding or deduction made by the Guarantor in respect of a payment made by the Guarantor hereunder and franchise taxes increased pursuant to this Section, such Guaranteed Party will use reasonable efforts to obtain such credit, deduction or other reduction and, upon receipt thereof which would otherwise have been payable will pay to the Guarantor such amount, not exceeding the increased amount paid by the Guarantor, as it considers in its sole opinion, is equal to the net after tax value to such Guaranteed Party, in its sole opinion, or such part of such credit, deduction or other reduction as it considers to be allocable to such withholding or deduction having regard to all of such Guaranteed Party's dealings giving rise to similar credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same, less any and all expenses incurred by such Guaranteed Party in obtaining such credit, deduction or other reduction; provided, however, that (i) no Guaranteed Party shall be obligated by Borrower if TASL had paid this Section to disclose to the Obligations to BorrowerGuarantor any information regarding its tax affairs or computations, or (ii) nothing in this Section shall interfere with the right of each Guaranteed Party to arrange its tax affairs as it deems appropriate and (iii) nothing in this Section shall impose an obligation on any Guaranteed Party to obtain any tax credit, tax deduction or other reduction in tax if, in such Guaranteed Party's sole opinion, to do so would (a) impose undue hardships, burdens or expenditures on such Guaranteed Party or (b) increase such Guaranteed Party's exposure to taxation by Lender if Borrower the jurisdiction in question. (e) Without prejudice to the survival of any other agreement of the Guarantor hereunder, the agreements and obligations of the Guarantor contained in this Section 5 shall survive the payment in full of the Obligations and the termination of the Credit Agreement and the other Credit Documents. (f) Within 30 days after the date of any payment of taxes or TASLOther Taxes, the Guarantor shall furnish to the Guaranteed Parties a certified copy of an official receipt for any taxes or Other Taxes paid by the Guarantor pursuant to this Section 5. (g) Each Guaranteed Party that is not incorporated under the laws of the United States of America or a state thereof (including the District of Columbia) agrees that it will deliver to the Guarantor prior to any payment made by the Guarantor hereunder (i) two duly completed copies of United States Internal Revenue Service Form W‑8BEN or W‑8ECI or successor applicable form, as the case may be, had paid and (ii) an Internal Revenue Service Form W‑8BEN or W‑9 or successor applicable form, as the Obligations case may be. Each such Guaranteed Party also agrees to Lender, in accordance with deliver to the terms Guarantor two further copies of the Keep Well. Upon request said Form W‑8BEN or W‑8ECI and Form W‑8BEN or W‑9, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Guarantor, and such extensions or renewals thereof as may reasonably be requested by the Beneficiaries Guarantor, unless in any such case an event (including, without limitation, any change in treaty, law or either of them, Guarantor shall furnish regulation) has occurred prior to the date on which any such Beneficiary a receipt for delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Guaranteed Party from duly completing and delivering any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable such form with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to it and such Beneficiary, in either case stating that such payment is exempt from or not subject to TaxesGuaranteed Party so advises the Guarantor. If Taxes are paid by a Beneficiary Such Guaranteed Party shall certify (i) in the good faith belief that such taxes are owing, Guarantor will, upon demand case of such Beneficiary, and whether a Form W‑8BEN or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; providedW‑8ECI, that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and (ii) in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, furtherthe case of a Form W‑8BEN or W‑9, that any expenses incurred in connection therewith shall be paid by Guarantorit is entitled to an exemption from United States backup withholding tax.

Payments Free and Clear of Taxes. All payments required to be made by the Guarantor hereunder shall be made to the Beneficiaries Collateral Agent free and clear of, and without deduction or withholding for, any and all present and future taxesTaxes (excluding, withholdingsfor greater certainty, leviestaxes imposed on or measured by the net income or capital of the Collateral Agent by the jurisdiction under the laws of which it is organized or is resident or carries on business through a permanent establishment located therein or any political subdivisions thereof, dutiessuch taxes referred to herein as “Income Taxes”). If the Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder (excluding Income Taxes), (a) the sum payable shall be increased as much as shall be necessary so that after making all required withholdings and deductions (including withholdings and deductions applicable to additional sums payable under this Section 8) the Collateral Agent, as applicable, receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) the Guarantor shall make such withholdings and deductions, and (c) the Guarantor shall pay the full amount withheld or deducted to the relevant taxing or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law. Within thirty (30) days after the terms date of any payment of Taxes, the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary the Collateral Agent the original or a certified copy of a receipt evidencing payment thereof. The Guarantor hereby indemnifies and, within ten (10) days of demand therefor, shall pay the Collateral Agent for the full amount of Taxes (excluding Income Taxes but including any Taxes imposed by any jurisdiction on amounts payable by the Guarantor under this Section 8) paid by Guarantor pursuant to this Section 6 orthe Collateral Agent, if no Taxes are payable as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect to any payments required to be made by Guarantor hereunderthereto, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. In addition, indemnify such Beneficiary for such paymentsthe Guarantor agrees to pay when due any present or future Taxes that arise from any payment made under this Guarantee or under any other Loan Document or from the execution, together sale, transfer, delivery or registration of, or otherwise with any interestrespect to, penalties and expenses in connection therewith plus interest thereon at this Guarantee, the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds other Loan Documents and any interest thereon other agreements and instruments contemplated hereby or thereby (except for Income Taxes). The Collateral Agent agrees that, as promptly as reasonably practicable after it becomes aware of any circumstances referred to above which would result in additional payments under this Section 8, it shall be paid by such Beneficiary to notify the Guarantor within five (5) business days of receipt by such Beneficiary; provided, that thereof in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorwriting.

Payments Free and Clear of Taxes. All payments required to be The Obligors, for the benefit of those holders of the Notes which are residents, citizens or domestic corporations of the United States of America at the time of any payment made by Guarantor an Obligor hereunder shall be made to (the Beneficiaries free and clear of, and without deduction for, any and all present and future taxes, withholdings, levies, duties, and other governmental charges ("TaxesRELEVANT HOLDERS"), excluding agree that in the event any such income and franchise taxes thereof payments made 77 by an Obligor under the Notes, this Agreement, a Guaranty Agreement or any other Financing Document are subject to any present or future tax, duty, assessment, impost, levy or other similar charge (a "RELEVANT TAX") imposed, levied, collected, assessed, deducted or withheld by the government of Canada (or any authority therein or thereof) or by the government of any other country or jurisdiction (or any authority therein or thereof) other than the United States (or any authority therein or thereunder) from or through which would otherwise have been payable payments hereunder are actually made (ieach a "TAXING JURISDICTION"), the Obligors will pay to the Relevant Holder such additional amounts (the "ADDITIONAL AMOUNTS") by Borrower if TASL had as may be necessary in order that the net amounts paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations such Relevant Holder pursuant to Lender, in accordance with the terms of this Agreement, such Notes, the Keep Well. Upon request Guaranty Agreements and the other Financing Documents after imposition of any such Relevant Tax (including, without limitation, any Relevant Tax on such Additional Amounts) shall be not less than the amounts specified in this Agreement to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the Beneficiaries government of the United States (or either any authority therein or thereunder) as described above), except that no such Additional Amounts shall be payable in respect of themthis Agreement, Guarantor shall furnish any Note, a Guaranty Agreement or any other Financing Document to a Relevant Holder which is liable for such Beneficiary a receipt for any Taxes paid Relevant Tax in respect of this Note Agreement, such Notes, such Guaranty Agreement or such other Financing Document solely by Guarantor pursuant reason of such Relevant Holder being resident or being deemed resident in such Taxing Jurisdiction or carrying on business or being deemed to this Section 6 or, if no Taxes are payable carry on business in such Taxing Jurisdiction or having some other business connection with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such BeneficiaryTaxing Jurisdiction other than, in either the case stating that of Canada, the mere holding of this Agreement, such payment is exempt from Notes, such Guaranty Agreement or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% other Financing Document or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate receipt of principal or interest in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorrespect thereof.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor The Company will pay all amounts of principal of, Yield-Maintenance Amount, if any, and interest on the Private Shelf Notes, and all other amounts payable hereunder shall be made to or under the Beneficiaries Private Shelf Notes, without set-off or counterclaim and free and 15365.013 clear of, and without deduction foror withholding for or on account of, any and all present and future income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (except net income taxes and franchise taxes in lieu of net income taxes imposed on any holder of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located) (all such non-excluded taxes, withholdingsduties, levies, imposts, duties, charges, fees, deductions and other governmental charges (withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld from any amounts payable to a holder of any Private Shelf Notes, excluding such income and franchise taxes thereof which would otherwise have been the amounts so payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for holder shall be increased to the extent necessary to yield such holder (after payment of all Taxes) interest on any Taxes paid by Guarantor pursuant to such other amounts payable hereunder at the rates or in the amounts specified in this Section 6 or, if no Agreement and the Private Shelf Notes. Whenever any Taxes are payable with respect by the Company, as promptly as possible thereafter, the Company shall send to each holder of the Private Shelf Notes, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any payments required Taxes when due to be made by Guarantor hereunder, either a certificate from each the appropriate taxing authority or an opinion fails to remit to each holder of counsel acceptable to such Beneficiarythe Private Shelf Notes the required receipts or other required documentary evidence, in either case stating the Company shall indemnify each holder of the Private Shelf Notes for any Taxes (including interest or penalties) that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid may become payable by such Beneficiary to Guarantor within five (5) business days holder as a result of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The obligations of the Company under this paragraph 11P shall survive the payment and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorperformance of the Private Shelf Notes and the termination of this Agreement.

Payments Free and Clear of Taxes. All payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries US Agent, Collateral Agent and US Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings(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 Section 6) US Agent, leviesCollateral Agent or US Lenders, dutiesas applicable, receive an amount equal to the sum they would have received had no such 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 other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with Applicable Law. Within thirty (30) days after the terms date of the Keep Well. Upon request by the Beneficiaries or either any payment of themTaxes, each applicable Guarantor shall furnish to such Beneficiary US Agent the original or a certified copy of a receipt evidencing payment thereof. Each Guarantor shall jointly and severally indemnify and, within ten (10) days of demand therefor, pay US Agent, Collateral Agent and each US Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Guarantor pursuant to this Section 6 orUS Agent, if no Taxes are payable Collateral Agent or such US Lender, as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect to any payments required to be made by Guarantor hereunderthereto, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. Notwithstanding the foregoing, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall US Agent, Collateral Agent or any Beneficiary US Lender be required entitled to expend its own funds receive a gross-up amount in seeking any such refund and provided, further, excess of that any expenses incurred in connection therewith shall amount to which it would be paid by Guarantorentitled under the Credit Agreement with respect to the Guaranteed Obligations.

Payments Free and Clear of Taxes. (a) All payments required of principal, interest, fees and other amounts under this Agreement, the Notes or any other Loan Document or otherwise paid or payable to be made by Guarantor hereunder Agent (as used in this Section 2.17, Payments) shall be made to the Beneficiaries free and clear of, and without deduction forby reason of, Taxes, all of which shall be paid by the Borrower for its own account not later than the date when due. If the Borrower is required by law or regulation to deduct or withhold any Taxes from any Payment, it shall: (a) make such deduction or withholding; (b) pay the amount so deducted or withheld to the appropriate taxing authority not later than the date when due; (c) deliver to Agent, promptly and all present and future taxesin any event within fifteen (15) days after the date on which such Taxes become due, withholdings, levies, duties, original tax receipts and other governmental charges evidence satisfactory to Agent of the payment when due of the full amount of such Taxes; and ("d) pay to Agent forthwith upon any request by Agent therefor from time to time, such additional amounts as may be necessary so that each Lender receives, free and clear of all Taxes"), excluding the full amount of such Payment stated to be due under this Agreement, the Notes or any other Loan Document as if no such deduction or withholding had been made. The Borrower agrees to indemnify each Lender and the Agent for the full amount of Taxes (except for Taxes on the overall net income and of such Lender or the Agent or any franchise taxes thereof which would otherwise have been payable (iTaxes in lieu thereof) paid by Borrower if TASL had paid such Lender or the Obligations to Borrower, or (ii) by Lender if Borrower or TASLAgent, as the case may be, had and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto without duplication of any amounts paid by the Obligations Borrower pursuant to Section 2.9(a). (b) From time to time, if requested in writing by the Borrower or the Agent, each Lender listed on the signature pages hereof, and on or prior to the date on which it becomes a Lender in the case of each other Lender, in accordance organized under the laws of a jurisdiction outside the United States (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Agent with the terms of the Keep Well. Upon request (i) United States Internal Revenue Service (IRS) Form W-8BEN or W-8ECI or any successor form prescribed by the Beneficiaries IRS, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor certifying that the income receivable pursuant to this Section 6 orAgreement is effectively connected with the conduct of a trade or business in the United States, if no Taxes are payable and (ii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Code), certifying that such Lender is entitled to an exemption from or a reduced rate of tax on payments pursuant to this Agreement or any of the other Loan Documents. (c) For any period with respect to any payments which a Lender has failed to provide the Borrower and the Agent with the appropriate form pursuant to Section 2.17(b) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be made provided), such Lender shall not be entitled to any "gross-up" of Taxes or indemnification under Section 2.17(a) with respect to Taxes imposed by Guarantor hereunderthe United States; provided, either however, that should a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such BeneficiaryLender, in either case stating that such payment which is otherwise exempt from or not subject to Taxes. If a reduced rate of withholding tax, become subject to Taxes are paid by because of its failure to deliver a Beneficiary in form required hereunder, the good faith belief that Borrower shall take such taxes are owing, Guarantor will, upon demand of steps as such Beneficiary, and whether or not Lender shall reasonably request to assist such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of Lender to recover such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All (a) The Parent Company, for the benefit of the holders of the Notes, agrees that in the event payments, if any, made by the Parent Company hereunder to any holder of the Notes are subject to any present or future tax, duty, assessment, impost, levy, withholding or other similar charge (a "Relevant Tax") imposed upon such Noteholder by the government of any country or jurisdiction (or any authority or political subdivision therein or thereof) other than any tax based on or measured by net income or capital imposed on any Noteholder by the country in which such Noteholder is a resident for income tax purposes (the "Resident Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction"), the Parent Company will pay to such Noteholder such additional amounts ("Tax Indemnity Amounts") as may be necessary in order that the net amounts paid to such Noteholder pursuant to the terms of this Guaranty after imposition of any such Relevant Tax shall be not less than the amounts specified in the Amended and Restated Note Purchase Agreements or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), provided that the Parent Company shall not be obliged to pay such Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable: (1) had such Noteholder not been a resident of Canada within the meaning of the Income Tax Act (Canada) or not used or held such Note in the course of carrying on a business in Canada within the meaning of the Income Tax Act (Canada); or (2) had such Noteholder not dealt with the Parent Company on a non-arm's length basis (within the meaning of the Income Tax Act (Canada)) in connection with any such payment; or (3) had such Noteholder not had any connection with such Taxing Jurisdiction or any territory or political subdivision thereof other than the mere holding of a Note (or the receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof); or (4) but for the delay or failure by such Noteholder (following a written request by the Parent Company) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence, that is required to be made filed by Guarantor hereunder such Noteholder to avoid or reduce such Relevant Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person (collectively, "Forms") and such delay or failure could have been lawfully avoided by such Noteholder, provided that such Noteholder shall be made deemed to have satisfied the Beneficiaries free and clear of, and without deduction for, any and all present and future taxes, withholdings, levies, duties, and other governmental charges requirements of this clause ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i4) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in upon the good faith belief that such taxes are owing, Guarantor will, upon demand completion and submission of such Beneficiary, and whether or not such Taxes shall Forms as may be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate specified in a commercially reasonable manner with Guarantor in seeking any refunds written request of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business the Parent Company no later than 45 days of after receipt by such BeneficiaryNoteholder of such written request (which written request shall be accompanied by a copy of such Forms and all applicable instructions and, if any such Forms or instructions shall not be in the English language, an English translation thereof); provided, and provided further that in no event shall the Parent Company be obligated to pay any Beneficiary Tax Indemnity Amount to any holder not resident for income tax purposes in the United States of America or any other jurisdiction in which an original Noteholder is resident for tax purposes on the date of Closing in excess of the amounts that the Company would have been obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for income tax purposes for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction (b) Within 60 days after the date of any payment by the Parent Company of any Relevant Tax in respect of any payment under this Guaranty, the Parent Company shall furnish to each holder of a Note the original tax receipt for the payment of such Relevant Tax (or if such original tax receipt is not available, such other evidence as may be acceptable to the holders of the Notes), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. (c) If the Parent Company has made a payment to or on account of any holder of a Note pursuant to Section 6(a) above and such Noteholder, in such Noteholder's reasonable discretion, determines that it is entitled to a refund of the Relevant Tax to which such payment is attributable from the Governmental Authority to which the payment of the Relevant Tax was made and such refund can be obtained by filing one or more Forms, then (i) such Noteholder shall, as soon as practicable after receiving a written request therefor from the Parent Company (which request shall specify in reasonable detail the Forms to be filed), file such Forms and (ii) upon receipt of such refund, if any, provided no Default or Event of Default then exists, promptly pay over such refund to the Parent Company. For the avoidance of doubt, nothing herein shall (a) restrict the right of any holder of the Notes to arrange its tax affairs as it shall deem appropriate or (b) require any holder of the Notes to disclose any information regarding its tax affairs or computations to the Parent Company or any other Person other than as shall be necessary to permit the Parent Company to determine whether the payment of any Tax Indemnity Amount would be required to expend its own funds in seeking any such refund and be made pursuant to the provisions of this Section 6; provided, furtherhowever, that any expenses incurred in connection therewith no holder of the Notes shall be paid by Guarantorobligated to disclose any of its tax returns to the Parent Company or any other Person.

Payments Free and Clear of Taxes. All Except as set forth below, all payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Administrative Agent and the Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been a) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (iincluding deductions applicable to additional sums payable under this Section 14.14) by Borrower if TASL had paid the Obligations to Borrower, Administrative Agent or (ii) by Lender if Borrower or TASLthe Lenders, as applicable, receive an amount equal to the case may besum they would have received had no such deductions been made, had paid (b) such Guarantor shall make such deductions and (c) such Guarantor shall pay the Obligations full amount deducted to Lender, the relevant taxing or other authority in accordance with applicable law. Notwithstanding the terms foregoing, no Guarantor shall be required to pay any such additional amounts to an Agent or a Lender with respect to any Taxes in respect of which the Borrower would not be required to pay any additional amounts pursuant to Section 5.05(a) if such Taxes were withheld or deducted by the Borrower and the payment had been made by the Borrower instead of the Keep WellGuarantor. Upon request by Within thirty (30) days after the Beneficiaries or either date of themany payment of Taxes, each applicable Guarantor shall furnish to such Beneficiary the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 14.14) paid by the Administrative Agent or such Lender, as appropriate, with respect to any payment by or on account of any obligation of a Guarantor hereunder and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. Notwithstanding the foregoing, each Guarantor shall not be required to indemnify a Lender or an Agent with respect to any Taxes in respect of which the Borrower would not be required to indemnify the Lender or the Agent pursuant to Section 5.05(c) if the payment had been made by the Borrower and such Taxes arose with respect to any payment by or on account of any obligation of the Borrower. Section 5.05(g) shall apply with respect to payments by a Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect 14.14 as it applies to any payments required by the Borrower pursuant to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by GuarantorSection 5.05.

Payments Free and Clear of Taxes. All (a) Any payments required to be made by the Guarantor hereunder under this Guaranty or any other Loan Document shall be made to the Beneficiaries free and clear of, and without deduction foror withholding for or on account of, any Non-Excluded Taxes. If any Non-Excluded Taxes or Other Taxes are required to be withheld from any amounts payable to the Lender hereunder, the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes and all present Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Guaranty and future taxes, withholdings, levies, duties, and the other governmental charges Loan Documents. ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (ib) by Borrower if TASL had paid The Guarantor shall indemnify the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with within ten (10) days after written demand therefor, for the terms full amount of the Keep Well. Upon request by the Beneficiaries any Non-Excluded Taxes or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Other Taxes paid by Guarantor pursuant to this Section 6 orthe Lender, if no Taxes are payable on or with respect to any payments payment by or on account of any obligation of the Guarantor hereunder (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and the Lender shall cooperate, at the Guarantor’s sole cost and expense, with the Guarantor with respect to any contest of such imposition or assertion; provided, however, that the Guarantor shall not be required to indemnify the Lender under this Section 6 for any liability arising as a result of Lender’s willful misconduct or gross negligence. A certificate as to the amount of such payment or liability delivered to the Guarantor by the Lender shall be made conclusive absent manifest error. Whenever any Non-Excluded Taxes or Other Taxes are payable by the Guarantor, as promptly as possible thereafter the Guarantor hereunder, either shall send to the Lender a certificate from each certified copy of an original official receipt received by the Guarantor showing payment thereof. If the Guarantor fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or an opinion fails to remit to the Lender the required receipts or other required documentary evidence, the Guarantor shall indemnify the Lender for any incremental taxes, interest or penalties that may become payable by the Lender as a result of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The agreements in this Section shall survive the termination of this Guaranty and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorthe satisfaction of the obligations of the Borrower under the Loan Agreement and the other Loan Documents.

Payments Free and Clear of Taxes. All Except as set forth below, all payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Administrative Agent and the Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been a) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (iincluding deductions applicable to additional sums payable under this Section 12.14) by Borrower if TASL had paid the Obligations to Borrower, Administrative Agent or (ii) by Lender if Borrower or TASLthe Lenders, as applicable, receive an amount equal to the case may besum they would have received had no such deductions been made, had paid (b) such Guarantor shall make such deductions and (c) such Guarantor shall pay the Obligations full amount deducted to Lender, the relevant taxing or other authority in accordance with applicable law. Notwithstanding the terms foregoing, no Guarantor should be required to pay any such additional amounts to Administrative Agent or a Lender with respect to any Taxes in respect of which the Borrower would not be required to pay any additional amounts pursuant to Section 3.04(a) if such Taxes were withheld or deducted by the Borrower and the payment had been made by the Borrower instead of the Keep WellGuarantor. Upon request by Within thirty (30) days after the Beneficiaries or either date of themany payment of Taxes, each applicable Guarantor shall furnish to such Beneficiary the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 12.14) paid by the Administrative Agent or such Lender, as appropriate, with respect to any payment by or on account of any obligation of a Guarantor hereunder and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. Notwithstanding the foregoing, each Guarantor shall not be required to indemnify a Lender or Administrative Agent with respect to any Taxes in respect of which the Borrower would not be required to indemnify the Lender or Administrative Agent pursuant to Section 3.04(c) if the payment had been made by the Borrower and such Taxes arose with respect to any payment by or on account of any obligation of the Borrower. Section 3.04(g) shall apply with respect to payments by a Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect 12.14 as it applies to any payments required by the Borrower pursuant to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by GuarantorSection 3.04.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor The Company will pay all amounts of principal of, Excess Leverage Fee, if any, Yield Maintenance Amount, if any, and interest on the Notes, and all other amounts payable hereunder shall be made to or under the Beneficiaries Notes, without set-off or counterclaim and free and clear of, and without deduction foror withholding for or on account of, any and all present and future income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (except net income taxes and franchise taxes in lieu of net income taxes imposed on any holder of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located) (all such non-excluded taxes, withholdingsduties, levies, imposts, duties, charges, fees, deductions and other governmental charges ("withholdings being hereinafter called “Indemnified Taxes"”). If any Indemnified Taxes are required to be withheld from any amounts payable to a holder of any Notes, excluding such income and franchise taxes thereof which would otherwise have been the amounts so payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for holder shall be increased to the extent necessary to yield such holder (after payment of all Indemnified Taxes) interest on any Taxes paid by Guarantor pursuant to such other amounts payable hereunder at the rates or in the amounts specified in this Section 6 or, if no Agreement and the Notes. Whenever any Indemnified Taxes are payable with respect by the Company, as promptly as possible thereafter, the Company shall send to each holder of the Notes, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any payments required Indemnified Taxes when due to be made by Guarantor hereunder, either a certificate from each the appropriate taxing authority or an opinion fails to remit to each holder of counsel acceptable to such Beneficiarythe Notes the required receipts or other required documentary evidence, in either case stating the Company shall indemnify each holder of the Notes for any Indemnified Taxes (including interest or penalties) that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid may become payable by such Beneficiary to Guarantor within five (5) business days holder as a result of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The obligations of the Company under this paragraph 12V shall survive the payment and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorperformance of the Notes and the termination of this Agreement.

Payments Free and Clear of Taxes. All Except as set forth below, all payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Administrative Agent and the Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes and other Taxes (but not Excluded Taxes). If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings(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 SECTION 12.13) the Administrative Agent or the Lenders, leviesas applicable, dutiesreceive an amount equal to the sum they would have received had no such 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 other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with Applicable Law. Notwithstanding the terms foregoing, no Guarantor should be required to pay any such additional amounts to an Agent or a Lender with respect to any Taxes in respect of which the Borrowers would not be required to pay any additional amounts pursuant to SECTION 3.04 if such Taxes were withheld or deducted by the Borrowers and the payment had been made by the Borrowers instead of the Keep WellGuarantor. Upon request by Within thirty (30) days after the Beneficiaries or either date of themany payment of Taxes, each applicable Guarantor shall furnish to such Beneficiary the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this SECTION 12.13) paid by Guarantor pursuant to this Section 6 orthe Administrative Agent or such Lender, if no Taxes are payable as appropriate, with respect to any payments required to be made payment by or on account of any obligation of a Guarantor hereunderhereunder and any penalties, either a certificate from each appropriate taxing authority interest and reasonable out-of-pocket expenses arising therefrom or an opinion of counsel acceptable to such Beneficiarywith respect thereto, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. Notwithstanding the foregoing, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary a Guarantor shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary not be required to expend its own funds indemnify a Lender or an Agent with respect to any Taxes in seeking respect of which the Borrowers would not be required to indemnify the Lender or the Agent pursuant to SECTION 3.04 if the payment had been made by the Borrowers and such Taxes arose with respect to any payment by or on account of any obligation of the Borrowers. If a Lender or Agent receives a refund in respect of Taxes or Other Tax as to which it has been indemnified by the Guarantor, and which the Guarantors have paid, pursuant to this SECTION 12.13, it shall within thirty (30) days from the date of such receipt pay over such refund and provided, further, that any to the Guarantor net of all out-of-pocket expenses incurred in connection therewith shall be paid by Guarantorof such Lender or Agent.

Payments Free and Clear of Taxes. All Except as set forth below, all payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Administrative Agent and the Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes and other Taxes (but not Excluded Taxes). If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings(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 SECTION 12.13) the Administrative Agent or the Lenders, leviesas applicable, dutiesreceive an amount equal to the sum they would have received had no such 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 other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with Applicable Law. Notwithstanding the terms foregoing, no Guarantor should be required to pay any such additional amounts to an Agent or a Lender with respect to any Taxes in respect of which the Borrowers would not be required to pay any additional amounts pursuant to SECTION 3.04 if such Taxes were withheld or deducted by the Borrowers and the payment had been made by the Borrowers instead of the Keep WellGuarantor. Upon request by Within thirty (30) days after the Beneficiaries or either date of themany payment of Taxes, each applicable Guarantor shall furnish to such Beneficiary the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this SECTION 12.13) paid by Guarantor pursuant to this Section 6 orthe Administrative Agent or such Lender, if no Taxes are payable as appropriate, with respect to any payments required to be made payment by or on account of any obligation of a Guarantor hereunderhereunder and any penalties, either a certificate from each appropriate taxing authority interest and reasonable out-of-pocket expenses arising therefrom or an opinion of counsel acceptable to such Beneficiarywith respect thereto, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. Notwithstanding the foregoing, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary a Guarantor shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary not be required to expend its own funds indemnify a Lender or an Agent with respect to any Taxes in seeking respect of which the Borrowers would not be required to indemnify the Lender or the Agent pursuant to SECTION 3.04 if the payment had been made by the Borrowers and such Taxes arose with respect to any payment by or on account of any obligation of the Borrowers. If a Lender or Agent receives a refund in respect of Taxes or Other Tax as to which it has been indemnified by the Guarantor, and which the Guarantors have paid, pursuant to this SECTION 12.13, it shall within thirty (30) days from the date of such receipt pay over such refund and provided, further, that any to the Guarantor net of all out-of-pocket expenses incurred in connection therewith shall be paid by Guarantor.of such Lender or Agent. 95

Payments Free and Clear of Taxes. All Except as set forth below, all payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Agents and Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings(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 Section 8.14) the Agents or Lenders, leviesas applicable, dutiesreceive an amount equal to the sum they would have received had no such 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 other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law. Notwithstanding the terms foregoing, no Guarantor should be required to pay any such additional amounts to an Agent or a Lender with respect to any Taxes in respect of which the Borrowers would not be required to pay any additional amounts pursuant to Section 3.6 if such Taxes were withheld or deducted by the Borrowers and the payment had been made by the Borrowers instead of the Keep WellGuarantor. Upon request by Within thirty (30) days after the Beneficiaries or either date of themany payment of Taxes, each applicable Guarantor shall furnish to such Beneficiary the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (10) days of receipt of written demand therefor, pay each Agent and each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 8.14) paid by Guarantor pursuant to this Section 6 orsuch Agent or such Lender, if no Taxes are payable as appropriate, with respect to any payments required to be made payment by or on account of any obligation of a Guarantor hereunderhereunder and any penalties, either a certificate from each appropriate taxing authority interest and reasonable out-of-pocket expense) arising therefrom or an opinion of counsel acceptable to such Beneficiarywith respect thereto, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. Notwithstanding the foregoing, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary no Guarantor shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds indemnify a Lender or an Agent with respect to any Taxes in seeking respect of which the Borrowers would not be required to indemnify the Lender or the Agent pursuant to Section 3.6(c) if the payment had been made by the Borrowers and such Taxes arose with respect to any such refund and provided, further, that payment by or on account of any expenses incurred in connection therewith shall be paid by Guarantorobligation of the Borrowers.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor hereunder shall be made to In the Beneficiaries event the Company is no longer a United States person for U.S. federal income tax purposes, the Company will pay all amounts of principal of, Make-Whole Amount, if any, and interest on the Notes thereafter, and all other amounts payable thereafter under this Agreement or the Notes, without set-off or counterclaim and free and clear of, and without deduction foror withholding for or on account of, any all income, stamp, documentary and other taxes and duties, and all present other levies, imposts, charges, fees, deductions and future withholdings thereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (all such taxes, withholdingsduties, levies, imposts, duties, charges, fees, deductions and other governmental charges withholdings being hereinafter called “Taxes”) except ("Taxes"), excluding such a) net income taxes and franchise taxes thereof in lieu of net income taxes imposed on any holder of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located and (b) any Taxes imposed on any holder of any Note not resident in the United States of America to the extent the amount of such Taxes exceeds the amount of any Taxes that would otherwise have been payable (i) by Borrower if TASL imposed had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms such holder been a resident of the Keep WellUnited States of America for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America and the jurisdiction of the Governmental Authority imposing such Taxes (all Taxes other than those described in the foregoing clauses (a) and (b) being hereinafter called “Non-Excluded Taxes”). Upon request by If any Non-Excluded Taxes are required to be withheld from any amounts payable to a holder of any Notes, the Beneficiaries or either of them, Guarantor shall furnish amounts so payable to such Beneficiary a receipt for holder shall be increased to the extent necessary to yield such holder (after payment of all Non-Excluded Taxes) interest on any Taxes paid by Guarantor pursuant to such other amounts payable hereunder at the rates or in the amounts specified in this Section 6 or, if no Agreement and the Notes. Whenever any Non-Excluded Taxes are payable with respect by the Company, as promptly as possible thereafter, the Company shall send to each holder of the Notes, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any payments required Non-Excluded Taxes when due to be made by Guarantor hereunder, either a certificate from each the appropriate taxing authority or an opinion fail to remit to each holder of counsel acceptable to such Beneficiarythe Notes the required receipts or other required documentary evidence, in either case stating the Company shall indemnify each holder of the Notes for any Non-Excluded Taxes (including interest or penalties) that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid may become payable by such Beneficiary to Guarantor within five (5) business days holder as a result of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The obligations of the Company under this Section 22.9 shall survive the payment and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorperformance of the Notes and the termination of this Agreement.

Payments Free and Clear of Taxes. All Except as set forth below, all payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Administrative Agent and the Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been a) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (iincluding deductions applicable to additional sums payable under this Section 12.14) by Borrower if TASL had paid the Obligations to Borrower, Administrative Agent or (ii) by Lender if Borrower or TASLthe Lenders, as applicable, receive an amount equal to the case may besum they would have received had no such deductions been made, had paid (b) such Guarantor shall make such deductions and (c) such Guarantor shall pay the Obligations full amount deducted to Lender, the relevant taxing or other authority in accordance with applicable law. Notwithstanding the terms foregoing, no Guarantor should be required to pay any such additional amounts to an Agent or a Lender with respect to any Taxes in respect of which the Borrower would not be required to pay any additional amounts pursuant to Section 3.04(a) if such Taxes were withheld or deducted by the Borrower and the payment had been made by the Borrower instead of the Keep WellGuarantor. Upon request by Within thirty (30) days after the Beneficiaries or either date of themany payment of Taxes, each applicable Guarantor shall furnish to such Beneficiary the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 12.14) paid by the Administrative Agent or such Lender, as appropriate, with respect to any payment by or on account of any obligation of a Guarantor hereunder and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. Notwithstanding the foregoing, each Guarantor shall not be required to indemnify a Lender or an Agent with respect to any Taxes in respect of which the Borrower would not be required to indemnify the Lender or the Agent pursuant to Section 3.04(c) if the payment had been made by the Borrower and such Taxes arose with respect to any payment by or on account of any obligation of the Borrower. Section 3.04(g) shall apply with respect to payments by a Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect 12.14 as it applies to any payments required by the Borrower pursuant to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by GuarantorSection 3.04.

Payments Free and Clear of Taxes. All The Company, for the benefit of the holders of the Notes agrees that in the event payments required to be made by Guarantor the Company, hereunder shall be made or in respect of the Notes to any holder are subject to any present or future tax, duty, assessment, impost, levy, withholding or other similar charge (a "Relevant Tax") imposed upon such holder by the Beneficiaries free and clear of, and without deduction for, government of any and all present and future taxes, withholdings, levies, duties, and country or jurisdiction (or any authority therein or thereof) other governmental charges than any tax based on or measured by net income imposed on any holder by the country in which such holder is domiciled (the "TaxesDomicile Country"), excluding from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction"), the Company, will pay to the holder such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had additional amounts as may be necessary in order that the net amounts paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations such holder pursuant to Lender, in accordance with the terms of this Agreement or the Keep Well. Upon request Notes after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the Beneficiaries or either government of themthe Domicile Country), Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to provided that, notwithstanding the provisions of this Section 6 or21.3, if (1) in no Taxes are payable event shall the Company be obligated to pay any Relevant Tax with respect to any payments payment to any holder not resident in the United States in excess of the amount which the Company would have been obligated to pay if (i) authorization could have been obtained under any income tax treaty between the United States and the Taxing Jurisdiction in force at the relevant time for the Company to make such payment either without deduction or withholding of Relevant Taxes or with deduction or withholding of a lesser amount in respect of Relevant Taxes had the Notes held by such holder been beneficially owned at all relevant times by persons who were eligible in full for any benefits and exemptions available under such treaty with respect to interest received from the Company, assuming that the Company and such persons had made and obtained all relevant claims and authorizations required under such treaty, and (ii) the Company had made the minimum deduction or withholding of Relevant Taxes which it would have been lawfully entitled to do pursuant to such authorization; and (2) no such additional amounts shall be payable in respect of any Notes to a holder which is liable for such Relevant Tax in respect of such Notes by reason of such recipient not dealing at arms length with the Company for purposes of the Income Tax Act (Canada) or being resident or being deemed to be made by Guarantor hereunder, either resident in such Taxing Jurisdiction or having a certificate from each appropriate taxing authority permanent establishment in such Taxing Jurisdiction or an opinion of counsel acceptable carrying on business or being deemed to carry on business in such Beneficiary, in either case stating that Taxing Jurisdiction or having some other business connection with such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in Taxing Jurisdiction other than the good faith belief that such taxes are owing, Guarantor will, upon demand mere holding of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% Notes or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds receipt of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorincome therefrom.

Payments Free and Clear of Taxes. (a) All payments required of principal, interest, fees and other amounts under this Agreement, the Notes or any other Loan Document or otherwise paid or payable to be made by Guarantor hereunder Agent (as used in this Section 2.17, Payments) shall be made to the Beneficiaries free and clear of, and without deduction forby reason of, Taxes, all of which shall be paid by the Borrower for its own account not later than the date when due. If the Borrower is required by law or regulation to deduct or withhold any Taxes from any Payment, it shall: (a) make such deduction or withholding; (b) pay the amount so deducted or withheld to the appropriate taxing authority not later than the date when due; (c) deliver to Agent, promptly and all present and future taxesin any event within fifteen (15) days after the date on which such Taxes become due, withholdings, levies, duties, original tax receipts and other governmental charges evidence satisfactory to Agent of the payment when due of the full amount of such Taxes; and ("d) pay to Agent or the affected Lender forthwith upon any request by Agent therefor from time to time, such additional amounts as may be necessary so that each Lender receives, free and clear of all Taxes"), excluding the full amount of such income Payment stated to be due under this Agreement, the Notes or any other Loan Document as if no such deduction or withholding had been made. The Borrower agrees to indemnify each Lender and franchise taxes thereof which would otherwise have been payable (i) the Agent for the full amount of Taxes paid by Borrower if TASL had paid such Lender or the Obligations to Borrower, or (ii) by Lender if Borrower or TASLAgent, as the case may be, had and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto (except for Taxes on the overall net income of such Lender or the Agent or any franchise Taxes in lieu thereof) without duplication of any amounts paid by the Obligations Borrower pursuant to Section 2.9(a). (b) From time to time, if requested in writing by the Borrower or the Agent, each Lender listed on the signature pages hereof, and on or prior to the date on which it becomes a Lender in the case of each other Lender, in accordance organized under the laws of a jurisdiction outside the United States (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Agent with the terms of the Keep Well. Upon request (i) United States Internal Revenue Service (IRS) Form W-8BEN or W-8ECI or any successor form prescribed by the Beneficiaries IRS, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor certifying that the income receivable pursuant to this Section 6 orAgreement is effectively connected with the conduct of a trade or business in the United States, if no Taxes are payable and (ii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Code), certifying that such Lender is entitled to an exemption from or a reduced rate of tax on payments pursuant to this Agreement or any of the other Loan Documents. (c) For any period with respect to any payments which a Lender has failed to provide the Borrower and the Agent with the appropriate form pursuant to Section 2.17(b) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be made provided), such Lender shall not be entitled to any “gross-up” of Taxes or indemnification under Section 2.17(a) with respect to Taxes imposed by Guarantor hereunderthe United States; provided, either however, that should a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such BeneficiaryLender, in either case stating that such payment which is otherwise exempt from or not subject to Taxes. If a reduced rate of withholding tax, become subject to Taxes are paid by because of its failure to deliver a Beneficiary in form required hereunder, the good faith belief that Borrower shall take such taxes are owing, Guarantor will, upon demand of steps as such Beneficiary, and whether or not Lender shall reasonably request to assist such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of Lender to recover such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor hereunder shall be made to the Beneficiaries Agent and Lenders free and clear of, and without deduction for, any and all present and future taxesTaxes. If Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings(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 Section 6) Agent or Lenders, leviesas applicable, dutiesreceive an amount equal to the sum they would have received had no such deductions been made, (b) Guarantor shall make such deductions, and (c) Guarantor shall pay the full amount deducted to the relevant taxing or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law. Within thirty (30) days after the terms date of the Keep Well. Upon request by the Beneficiaries or either any payment of themTaxes, Guarantor shall furnish to such Beneficiary Agent the original or a certified copy of a receipt evidencing payment thereof. Guarantor shall indemnify and, within ten (10) days of demand therefor, pay Agent and each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Guarantor pursuant to this Section 6 orAgent or such Lender, if no Taxes are payable as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect to any payments required to be made by Guarantor hereunderthereto, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. For purposes of this Section, indemnify such Beneficiary for such payments(i) "Taxes" shall mean taxes, together levies, imposts, deductions, Charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on or measured by the net income of Agent or a Lender, and (ii) "Charges" shall mean all federal, state, county, city, municipal, local, foreign or other governmental taxes, levies, assessments, charges, liens, claims or encumbrances upon or relating to (a) the Collateral, (b) the Senior Obligations, (c) the employees, payroll, income or gross receipts of any interestBorrower, penalties and expenses in connection therewith plus interest thereon at the lesser (d) any Borrower's ownership or use of 10% any properties or the maximum lawful rate under applicable lawother assets, or (e) any other aspect of any Borrower's business. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor7.

Payments Free and Clear of Taxes. All Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. In addition, if any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction from or through which payment on any such Note or Credit Document is made by or on behalf of a Credit Party, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction in which a Credit Party is organized, engaged in business for tax purposes, or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (i) and (ii), a “Relevant Taxing Jurisdiction”), will at any time be required by law to be made from any payments made by Guarantor hereunder shall be made to or on behalf of a Credit Party or the Beneficiaries free and clear of, and without deduction for, any and all present and future taxes, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable Note Agent with respect to any Note or Credit Document, including payments required to of principal, redemption price, interest or premium, if any, the relevant Credit Party will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion necessary in order that the net amounts received in respect of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with after such withholding, or deduction (including any interestsuch deduction or withholding from such Additional Amounts), penalties and expenses will not be less than the amounts which would have been received in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds respect of such Taxes, interest, penalties and expenses, which refunds and payments on any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days Note or Credit Document in the absence of receipt by such Beneficiarywithholding or deduction; provided, that no such Additional Amounts will be payable for or on account of: (A) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Purchaser or beneficial owner (or between a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Purchaser or beneficial owner, if the relevant Purchaser or beneficial owner is an estate, nominee, trust, partnership limited liability company or corporation) and the jurisdiction imposing the Tax (including, without limitation, being resident for tax purposes, or being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) but excluding, in no event shall each case, any Beneficiary connection arising solely from the acquisition, ownership or holding of such Note or the receipt of any payment or the exercise or enforcement of rights under such Note, this Agreement or a Credit Document; (B) any Tax that is imposed or withheld by reason of the failure by the Purchaser or the beneficial owner of the Note to comply with a written request of the relevant Credit Party addressed to the Purchaser, after reasonable notice (at least 30 days before any such withholding or deduction would be made), to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Purchaser or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, which is required by a statute, treaty, regulation or administrative practice of the jurisdiction imposing the Tax as a precondition to exemption from all or part of such Tax, but, only to the extent the Purchaser or beneficial owner is legally entitled to provide such certification or documentation; (C) any Taxes, to the extent that such Taxes were imposed as a result of the presentation of the Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for the Purchaser, (D) any Taxes required to expend be deducted or withheld pursuant to FATCA; (E) any Taxes to the extent that such Taxes would not have been imposed had the Purchaser (the “Original Purchaser”) not assigned, transferred or otherwise disposed of any of its own funds rights under this Agreement or designated a new lending office; save in seeking each case to the extent the withholding Tax arises as a result of any such refund and providedchange in (or in the interpretation, furtherapplication or administration of) any law or any double taxation treaty or any published practice or concession of any relevant taxing authority after the date the Original Purchaser sells assigns, that transfers or otherwise disposes of its rights under this Agreement or designates a new lending office; or (F) any expenses incurred in connection therewith shall be paid by Guarantorcombination of the items (A) through (E) above.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor hereunder the Borrowers under this Agreement and the Notes shall be made to the Beneficiaries free and clear of, and without deduction foror withholding for or on account of, any and all present and or future income, stamp or other taxes, withholdings, levies, imposts, duties, and other governmental charges ("Taxes")charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding such net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof which would otherwise have been or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Notes). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under the Notes, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (iafter payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes; provided, however, that the Borrowers shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes are payable by Borrower if TASL had paid the Obligations to any Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or (ii) by Lender if Borrower or TASLfor the account of such Lender, as the case may be, had paid a certified copy of an original official receipt received by such Borrower showing payment thereof. If any Borrower fails to pay any Non-Excluded Taxes when due to the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The covenants in this Section shall survive the termination of this Agreement and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorthe payment of the Notes and payment of the Obligations hereunder.

Payments Free and Clear of Taxes. All payments required to be ----- -------------------------------- made by Guarantor hereunder the Borrowers under this Agreement and the Notes shall be made to the Beneficiaries free and clear of, and without deduction foror withholding for or on account of, any and all present and or future income, stamp or other taxes, withholdings, levies, imposts, duties, and other governmental charges ("Taxes")charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding such net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof which would otherwise have been or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Notes). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to be withheld ------------------ from any amounts payable to the Administrative Agent or any Lender hereunder or under the Notes, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (iafter payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes; provided that the Borrowers shall not be required to increase any such -------- amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes are payable by Borrower if TASL had paid the Obligations to any Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or (ii) by Lender if Borrower or TASLfor the account of such Lender, as the case may be, had paid a certified copy of an original official receipt received by such Borrower showing payment thereof. If any Borrower fails to pay any Non-Excluded Taxes when due to the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The covenants in this Section shall survive the termination of this Agreement and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorthe payment of the Notes and payment of the Obligations hereunder.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor The applicable Issuer will pay all amounts of principal of, Yield Maintenance Amount, if any, and interest on the Private Shelf Notes, and all other amounts payable hereunder shall be made to or under the Beneficiaries Private Shelf Notes, without set-off or counterclaim and free and clear of, and without deduction foror withholding for or on account of, any and all present and future income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (except net income taxes and franchise taxes in lieu of net income taxes imposed on any holder of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located) (all such non-excluded taxes, withholdingsduties, levies, imposts, duties, charges, fees, deductions and other governmental charges ("withholdings being hereinafter called “Taxes"”). If any Taxes are required to be withheld from any amounts payable to a holder of any Private Shelf Notes, excluding such income and franchise taxes thereof which would otherwise have been the amounts so payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for holder shall be increased to the extent necessary to yield such holder (after payment of all Taxes) interest on any Taxes paid by Guarantor pursuant to such other amounts payable hereunder at the rates or in the amounts specified in this Section 6 or, if no Agreement and the Private Shelf Notes. Whenever any Taxes are payable with respect by the Company, as promptly as possible thereafter, the Company shall send to each holder of the Private Shelf Notes, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any payments required Taxes when due to be made by Guarantor hereunder, either a certificate from each the appropriate taxing authority or an opinion fails to remit to each holder of counsel acceptable to such Beneficiarythe Private Shelf Notes the required receipts or other required documentary evidence, in either case stating the Company shall indemnify each holder of the Private Shelf Notes for any Taxes (including interest or penalties) that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid may become payable by such Beneficiary to Guarantor within five (5) business days holder as a result of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The obligations of the Company under this paragraph 11P shall survive the payment and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorperformance of the Private Shelf Notes and the termination of this Agreement.

Payments Free and Clear of Taxes. All Any and all payments required to be made by or on behalf of Guarantor hereunder shall be made to the Beneficiaries made, in accordance with this Section 4, free and clear of, of and without deduction for, for any and all present and or future taxesTaxes. If Guarantor is required by law to deduct any Taxes from or in respect of any sum payable hereunder to Lender, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4), Lender receives an amount equal to the sum it would have received had paid the Obligations to Borrowerno such deductions been made, or (ii) by Lender if Borrower Guarantor shall make such deductions and (iii) Guarantor shall pay the full amount deducted to the relevant taxing or TASL, as the case may be, had paid the Obligations to Lender, other authority in accordance with the terms of the Keep Wellapplicable law. Upon request by the Beneficiaries or either of themLender, Guarantor shall furnish to such Beneficiary Lender a receipt for any Taxes paid by Guarantor pursuant to this Section 6 4 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiaryauthority, in either case stating that such payment is exempt from or not subject to Taxesif any. If Taxes are paid by Lender as a Beneficiary in the good faith belief that such taxes are owingresult of payments under this Guaranty, Guarantor will, upon demand of such BeneficiaryLender, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary Lender for such payments, together with any interest, penalties penalties, and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful such rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties as agreed between Lender and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All (a) Any and all payments required to be made by Guarantor hereunder under this Guaranty shall be made to the Beneficiaries free and clear of, and without deduction for, any and all present and future prospectively enacted taxes, withholdings, levies, dutiesimposts, deductions, charges or withholdings, and other governmental charges all liabilities with respect thereto (including, without limitation, penalties, interest, additions to tax and expenses) (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being herein collectively referred to as "Taxes"). (b) Guarantor shall pay any prospectively enacted stamp or documentary taxes, excluding such intangible taxes or any other sales, excise or property taxes, charges or similar levies which arise from any payment made with respect to this Guaranty, excepting therefrom income taxes and franchise taxes thereof which would otherwise have been of Lender (collectively, "Other Taxes"). (c) If Guarantor shall be required by any prospectively enacted law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to Lender, then: (i) by Borrower if TASL the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 25) Lender shall receive an amount equal to the sum Lender would have received had paid the Obligations to Borrower, or no such deductions been made; (ii) by Lender if Borrower Guarantor shall make such deductions; (iii) Guarantor shall pay the full amount deducted to the relevant taxation, or TASLother, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law; and (iv) within ten (10) days after the terms date of the Keep Well. Upon request by the Beneficiaries or either of themsuch payment, Guarantor shall furnish to such Beneficiary Lender the original or a certified copy of a receipt for evidencing such payment. (d) Without prejudice to the survival of any Taxes paid by other agreement or obligation of Guarantor pursuant to under this Guaranty, the agreements and obligations of Guarantor under this Section 6 or, if no Taxes are payable 25 shall survive so long as any relevant limitations period with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority Tax or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by GuarantorOther Tax remains open.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor The Company will pay all amounts of principal of, Yield-Maintenance Amount, if any, and interest on the Notes, and all other amounts payable hereunder shall be made to or under the Beneficiaries Notes, without set-off or counterclaim and free and clear of, and without deduction foror withholding for or on account of, any and all present and future income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (except net income taxes and franchise taxes in lieu of net income taxes imposed on any holder of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located) (all such non-excluded taxes, withholdingsduties, levies, imposts, duties, charges, fees, deductions and other governmental charges (withholdings being hereinafter called "TaxesTAXES"). If any Taxes are required to be withheld from any amounts payable to a holder of any Notes, excluding such income and franchise taxes thereof which would otherwise have been the amounts so payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for holder shall be increased to the extent necessary to yield such holder (after payment of all Taxes) interest on any Taxes paid by Guarantor pursuant to such other amounts payable hereunder at the rates or in the amounts specified in this Section 6 or, if no Agreement and the Notes. Whenever any Taxes are payable with respect by the Company, as promptly as possible thereafter, the Company shall send to each holder of the Notes, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any payments required Taxes when due to be made by Guarantor hereunder, either a certificate from each the appropriate taxing authority or an opinion fails to remit to each holder of counsel acceptable to such Beneficiarythe Notes the required receipts or other required documentary evidence, in either case stating the Company shall indemnify each holder of the Notes for any Taxes (including interest or penalties) that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid may become payable by such Beneficiary to Guarantor within five (5) business days holder as a result of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The obligations of the Company under this paragraph 11P shall survive the payment and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorperformance of the Notes and the termination of this Agreement.

Payments Free and Clear of Taxes. All payments required to whatsoever under this Guaranty will be made by such Guarantor hereunder shall be made to in lawful currency of the Beneficiaries United States of America (“U.S. Dollars”) free and clear of, and without liability or withholding or deduction forfor or on account of, any and all present and or future taxes, withholdings, levies, duties, and Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other governmental charges than the United States ("Taxes"or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), excluding unless the withholding or deduction of such income Tax is compelled by law. If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by a Guarantor under this Guaranty, such Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and franchise taxes thereof which pay to each Holder such additional amounts as may be necessary in order that the net amounts paid to such Holder pursuant to the terms of this Guaranty after such deduction, withholding or payment (including without limitation any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such Holder under the terms of this Guaranty before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of: (a) any Tax that would otherwise not have been imposed but for the existence of any present or former connection between such Holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation or any Person other than the Holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including without limitation such Holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for such Guarantor, after the date of the first Closing, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Guaranty or the Notes are made to, the Taxing Jurisdiction imposing the relevant Tax; (b) any Tax that would not have been imposed but for the delay or failure by such Holder (following a written request by such Guarantor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such Holder to avoid or reduce such Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such Holder, provided that such Holder shall be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and submission of such Forms as may be specified in a written request of such Guarantor no later than 60 days after receipt by such Holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof); or (c) any combination of clauses (a) and (b) above; and provided further that in no event shall such Guarantor be obligated to pay such additional amounts (i) by Borrower to any Holder not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the first Closing in excess of the amounts that such Guarantor would be obligated to pay if TASL such Holder had paid been a resident of the Obligations to BorrowerUnited States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty at the time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) to any Holder registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and such Guarantor shall have given timely notice of such law or interpretation to such Holder. By acceptance of any Note, each Holder agrees that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by Lender such Guarantor all such forms, certificates, documents and returns provided to such Holder by such Guarantor (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such Holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States and such Taxing Jurisdiction and (y) provide such Guarantor with such information with respect to such Holder as such Guarantor may reasonably request in order to complete any such Forms, provided that nothing in this Section 7 shall require any Holder to provide information with respect to any such Form or otherwise if Borrower in the opinion of such Holder such Form or TASLdisclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such Holder, as and provided further that each such Holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such Holder to such Guarantor or mailed to the appropriate taxing authority, whichever is applicable, within 60 days following a written request of such Guarantor (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case may beof a transfer of any Note, had paid at least 90 days prior to the Obligations relevant interest payment date. On or before the date of the first Closing such Guarantor will furnish each Holder with copies of the appropriate Form (and English translation if required as aforesaid) currently required to Lenderbe filed in a Taxing Jurisdiction pursuant to clause (b) of the first paragraph of this Section 7, if any, and in accordance connection with the terms transfer of any Note such Guarantor will furnish the transferee of such Note with copies of any Form and English translation then required. If any payment is made by such Guarantor to or for the account of the Keep Well. Upon request Holder of any Note after deduction for or on account of any Taxes, and increased payments are made by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or7, then, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either such Holder at its sole discretion determines that it has received or been granted a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds refund of such Taxes, interestsuch Holder shall, penalties and expensesto the extent that it can do so without prejudice to the retention of the amount of such refund, which refunds and reimburse to such Guarantor such amount as such Holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of any interest thereon Holder to arrange its tax affairs in whatever manner it thinks fit and, in particular, no Holder shall be paid under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any Holder to disclose any information relating to its tax affairs or any computations in respect thereof. Such Guarantor will furnish the Holders, promptly and in any event within 60 days after the date of any payment by such Beneficiary Guarantor of any Tax in respect of any amounts paid under this Guaranty, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of such Guarantor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any Holder. If such Guarantor within five makes payment to or for the account of any Holder and such Holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (5other than a Form described above), then such Holder shall, as soon as practicable after receiving written request from such Guarantor (which shall specify in reasonable detail and supply the refund forms to be filed) business days of receipt use reasonable efforts to complete and deliver such refund forms to or as directed by such Beneficiary; providedGuarantor, that in no event subject, however, to the same limitations with respect to Forms as are set forth above. The obligations of such Guarantor under this Section 7 shall survive the payment or transfer of any Beneficiary be required Note and the provisions of this Section 7 shall also apply to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorsuccessive transferees of the Notes.

Payments Free and Clear of Taxes. All (a) Any and all payments required to be made by Guarantor hereunder the Borrower under or pursuant to any of the Loan Documents to the Bank shall be made to the Beneficiaries free and clear of, and without deduction for, any and all present and or future taxes, withholdingslevies, imposts, deductions, charges, fees, duties or withholding or other charges of any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction as a consequence or result of the making of any payment under or pursuant to the Credit Facility, excluding, in the case of the Bank, taxes imposed on its net income, assets or capital and receipts and franchise taxes (all such non-excluded taxes, levies, dutiesimposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Bank under or pursuant to any of the Loan Documents, the sum so payable shall be increased by such amount as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 7.4) the Bank receives an amount equal to the sum it would have received had no such deductions been made. (b) The Borrower hereby indemnifies and holds harmless the Bank for the full amount of Taxes, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any incremental Taxes paid by Guarantor pursuant due to this Section 6 or, if no the Borrower’s failure to remit to the Bank the required receipts or other required documentary evidence or due to the Borrower’s failure to pay any Taxes are payable with respect when due to any payments required to be made by Guarantor hereunder, either a certificate from each the appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary(including, in either case stating that such payment is exempt from or not subject to Taxes. If without limitation, any Taxes imposed by any jurisdiction on amounts payable under this Section 7.4) which are paid by a Beneficiary in the good faith belief that such taxes are owingBank and any liability (including penalties, Guarantor willinterest and expenses) arising therefrom or with respect thereto, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally assertedassessed. The Bank shall promptly notify the Borrower of such payment and, indemnify if such Beneficiary for such paymentspayment was made pursuant to an incorrect or illegal assessment, together shall reasonably cooperate with any interestthe Borrower, penalties and expenses in connection therewith plus interest thereon at the lesser expense of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate Borrower, in a commercially reasonable manner with Guarantor in seeking any refunds dispute of such Taxes, interest, penalties and expenses, which refunds and any interest thereon assessment. Payment pursuant to this indemnification shall be paid by such Beneficiary made within 30 days from the date the Bank makes written demand therefor. (c) Without prejudice to Guarantor within five (5) business days the survival of receipt by such Beneficiary; providedany other agreement of the Borrower hereunder, that the agreements and obligations of the Borrower contained in no event this Section 7.4 shall any Beneficiary be required to expend its own funds in seeking any such refund survive the repayment of the outstanding credit hereunder and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorthe termination of the Credit Facility or this agreement.

Payments Free and Clear of Taxes. All (a) Any and all payments required by the Guarantor to be made by Guarantor hereunder or for the benefit of any Guaranteed Party shall be made to the Beneficiaries free and clear of, of and without deduction foror withholding for or on account of any present or future taxes. If the Guarantor shall be required by law to deduct any taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions of taxes (including deductions of taxes applicable to additional sums payable under this Section 5) the Guaranteed Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor shall make such deductions and (iii) the Guarantor shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) In addition, the Guarantor agrees to pay any present or future stamp, documentary, privilege, intangible or similar taxes or any other excise or property taxes, charges or similar levies that arise at any time or from time to time (i) from any payment made under any and all Credit Documents or (ii) from the execution or delivery by the Guarantor or any Subsidiary of the Guarantor of, or from the filing or recording or maintenance of, or otherwise with respect to, any and all present and future taxes, withholdings, levies, duties, and other governmental charges Credit Documents (hereinafter referred to as "Other Taxes"). (c) The Guarantor agrees to indemnify the Guaranteed Parties for the full amount of taxes or Other Taxes (including, excluding without limitation, any taxes imposed by any jurisdiction on amounts payable under this Section) paid by the Guaranteed Parties, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto (plus interest thereon at a rate equal to the rate calculated pursuant to Section 2.8 of the Credit Agreement, calculated as if such income payments constituted overdue amounts of principal as of the date of the making of such payments), whether or not such taxes or Other Taxes were correctly or legally asserted. Payments of all such amounts shall be made within 30 days from the date the Guaranteed Parties make written demand therefor. (d) If any Guaranteed Party is, in its sole opinion, able to apply for any tax credit, tax deduction or other reduction in tax by reason of any withholding or deduction made by the Guarantor in respect of a payment made by the Guarantor hereunder and franchise taxes increased pursuant to this Section, such Guaranteed Party will use reasonable efforts to obtain such credit, deduction or other reduction and, upon receipt thereof which would otherwise have been payable will pay to the Guarantor such amount, not exceeding the increased amount paid by the Guarantor, as it considers in its sole opinion, is equal to the net after tax value to such Guaranteed Party, in its sole opinion, or such part of such credit, deduction or other reduction as it considers to be allocable to such withholding or deduction having regard to all of such Guaranteed Party's dealings giving rise to similar credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same, less any and all expenses incurred by such Guaranteed Party in obtaining such credit, deduction or other reduction; provided, however, that (i) no Guaranteed Party shall be obligated by Borrower if TASL had paid this Section to disclose to the Obligations to BorrowerGuarantor any information regarding its tax affairs or computations, or (ii) nothing in this Section shall interfere with the right of each Guaranteed Party to arrange its tax affairs as it deems appropriate and (iii) nothing in this Section shall impose an obligation on any Guaranteed Party to obtain any tax credit, tax deduction or other reduction in tax if, in such Guaranteed Party's sole opinion, to do so would (a) impose undue hardships, burdens or expenditures on such Guaranteed Party or (b) increase such Guaranteed Party's exposure to taxation by Lender if Borrower the jurisdiction in question. (e) Without prejudice to the survival of any other agreement of the Guarantor hereunder, the agreements and obligations of the Guarantor contained in this Section 5 shall survive the payment in full of the Obligations and the termination of the Credit Agreement and the other Credit Documents. (f) Within 30 days after the date of any payment of taxes or TASLOther Taxes, the Guarantor shall furnish to the Guaranteed Parties a certified copy of an official receipt for any taxes or Other Taxes paid by the Guarantor pursuant to this Section 5. (g) Each Guaranteed Party that is not incorporated under the laws of the United States of America or a state thereof (including the District of Columbia) agrees that it will deliver to the Guarantor prior to any payment made by the Guarantor hereunder (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, had paid and (ii) an Internal Revenue Service Form W-8BEN or W-9 or successor applicable form, as the Obligations case may be. Each such Guaranteed Party also agrees to Lender, in accordance with deliver to the terms Guarantor two further copies of the Keep Well. Upon request said Form W-8BEN or W-8ECI and Form W-8BEN or W-9, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Guarantor, and such extensions or renewals thereof as may reasonably be requested by the Beneficiaries Guarantor, unless in any such case an event (including, without limitation, any change in treaty, law or either of them, Guarantor shall furnish regulation) has occurred prior to the date on which any such Beneficiary a receipt for delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Guaranteed Party from duly completing and delivering any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable such form with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to it and such Beneficiary, in either case stating that such payment is exempt from or not subject to TaxesGuaranteed Party so advises the Guarantor. If Taxes are paid by a Beneficiary Such Guaranteed Party shall certify (i) in the good faith belief that such taxes are owing, Guarantor will, upon demand case of such Beneficiary, and whether a Form W-8BEN or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; providedW-8ECI, that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and (ii) in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, furtherthe case of a Form W-8BEN or W-9, that any expenses incurred in connection therewith shall be paid by Guarantorit is entitled to an exemption from United States backup withholding tax.

Payments Free and Clear of Taxes. (a) All payments required to be made the Guarantee Beneficiaries by the Guarantor hereunder under this Guarantee shall be made to the Beneficiaries free and clear of, and without deduction or withholding for, any and all present and future taxesTaxes imposed by any Governmental Authority, withholdingsunless such Taxes are required by Applicable Law to be deducted or withheld. If the Guarantor shall be required by Applicable Law to deduct or withhold any such Taxes from or in respect of any amount payable hereunder, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable then (i) by Borrower the amount payable under this Guarantee shall be increased (and for greater certainty, in the case of interest, the amount of interest shall be increased) as may be necessary so that, after making all required deductions or withholdings (including deductions or withholdings applicable to any additional amounts paid under this Section 14.11), the Guarantee Beneficiaries receive an amount equal to the amount they would have received if TASL no such deduction or withholding had paid the Obligations to Borrowerbeen made, or (ii) by Lender if Borrower the Guarantor shall make such deductions or TASLwithholdings, as and (iii) the case may be, had paid Guarantor shall immediately pay the Obligations full amount deducted or withheld to Lender, the relevant Governmental Authority in accordance with the terms of the Keep Well. Upon request Applicable Law. (b) The Guarantor agrees to immediately pay any present or future stamp or documentary taxes or any other excise or property taxes, charges, financial institutions duties, debits taxes or similar levies (all such taxes, charges, duties and levies being referred to as "Other Taxes") which arise from any payment made by the Guarantor hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Guarantee. (c) The Guarantor shall indemnify the Guarantee Beneficiaries for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable by the Guarantor under this Section 14.11) paid by the Guarantee Beneficiaries or either any of them, and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes or Other Taxes, whether or not they were correctly or legally asserted. Payment under this indemnification shall be made within 10 days from the date the relevant Guarantee Beneficiaries makes a written claim to the Guarantor in respect thereof. A certificate as to the amount of such Taxes or Other Taxes submitted to the Guarantor by the relevant Guarantee Beneficiaries shall be conclusive evidence, absent manifest error, of the amount due from the Guarantor to the relevant Guarantee Beneficiaries. (d) The Guarantor shall furnish to such Beneficiary the relevant Guarantee Beneficiaries the original or a certified copy of a receipt for evidencing payment of Taxes or Other Taxes made by the Guarantor within 30 days after the date of any payment of Taxes paid by Guarantor pursuant to or Other Taxes. (e) The provisions of this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion 14.11 shall survive the termination of counsel acceptable to such Beneficiary, in either case stating that such the Credit Agreement and this Guarantee and the payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand and satisfaction of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorall Guaranteed Obligations.

Payments Free and Clear of Taxes. All payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Lender free and clear of, and without deduction for, any and all present and future taxesTaxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings(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 Section 6) Lender receives an amount equal to the sum it would have received had no such deductions been made, levies, duties(b) such Guarantor shall make such deductions, and (c) such Guarantor shall pay the full amount deducted to the relevant taxing or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law. Within thirty (30) days after the terms date of the Keep Well. Upon request by the Beneficiaries or either any payment of themTaxes, each applicable Guarantor shall furnish to such Beneficiary Lender the original or a certified copy of a receipt evidencing payment thereof. Each Guarantor shall jointly and severally indemnify and, within ten (10) days of demand therefor, pay Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Guarantor pursuant to this Section 6 orLender, if no Taxes are payable as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect to any payments required to be made by Guarantor hereunderthereto, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. If and to the extent Lender receives a tax credit or refund which is directly attributable to Taxes or Other Taxes with respect to which a Credit Party had paid an additional amount or an indemnity payment pursuant to this Section 6, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at Lender shall reimburse the lesser of 10% or Credit Party the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds net amount of such Taxestax credit or refund received (or, interestin the case of a tax credit, penalties and expenses, which refunds and any interest thereon shall be paid deemed received) by such Beneficiary to Guarantor Lender within five (5) business 30 days of receipt by the date such Beneficiary; providedtax credit or refund is (or, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and providedthe case of a tax credit, further, that any expenses incurred in connection therewith shall be paid by Guarantordeemed received) received.

Payments Free and Clear of Taxes. All payments required to be made Each payment by the Subsidiary Guarantor hereunder under this Subsidiary Guarantee Agreement shall be made to the Beneficiaries made, under all circumstances, but only in so far as lawful, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction forfor or because of, any and all present and or future taxes, withholdingslevies, leviesimposts, duties, and other governmental charges fees, charges, deductions, assessments, withholding, restrictions or conditions of any nature whatsoever ("the “Covered Taxes"”) imposed, levied, collected, assessed or withheld by or within the jurisdiction of incorporation of (or if different, the jurisdiction in which the Subsidiary Guarantor is treated as resident for tax purposes), excluding such income or the jurisdiction from or through which payment is made by the Subsidiary Guarantor (the “Applicable Jurisdiction”). If the Subsidiary Guarantor does not pay, cause to be paid or remit payments due hereunder free from and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid clear of Covered Taxes then the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms Subsidiary Guarantor shall forthwith pay each holder of the Keep Well. Upon request Notes such additional amounts (the “Tax Indemnity Amounts”) as may be necessary in order that the net amount of every payment made to each holder of Notes, after provision for payment of such Covered Taxes (and any interest and penalties relating thereto and any United States federal income taxes payable by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable holder with respect to any payments required to be made by Guarantor hereundersuch Tax Indemnity Amounts), either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly equal to the amount which such holder would have received had there been no deduction, withholding or legally assertedother restriction or condition; provided that, indemnify such Beneficiary for such paymentswith respect to the Notes, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall the Subsidiary Guarantor be obligated to make payment of any Beneficiary be required Tax Indemnity Amount to expend its own funds any holder not resident in seeking any the United States in excess of the amount which the Subsidiary Guarantor would have been obligated to pay if (a) authorization could have been obtained under the double tax treaty between the United States and the Applicable Jurisdiction of the Subsidiary Guarantor, in force at the relevant time (the “US Treaty”) for the Subsidiary Guarantor to make the payment from which such refund Covered Taxes were deducted or withheld either without deduction or withholding of such Covered Taxes or with deduction or withholding of a lesser amount in respect of such Covered Taxes had the Notes held by such holder been beneficially owned at all relevant times by Persons who were resident in the United States for the purposes of the US Treaty, and provided(b) the Subsidiary Guarantor had made the minimum deduction or withholding which it would have been lawfully entitled to do pursuant to such authorization. Notwithstanding the provisions of this Section 7, further, that any expenses incurred in connection therewith no such Tax Indemnity Amounts shall be paid payable for or on account of: (i) any tax, assessment or other governmental charge which would not have been imposed but for the existence of any present or former connection (other than the mere holding of the relevant Note or the receipt of any payments in respect thereof or activities incidental thereto (including without limitation, enforcement thereof)) between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation, or any Person other than the holder to whom the relevant Note or any amount payable thereon are attributable for the purposes of such tax, assessment or charge) and the Applicable Jurisdiction or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor or Person other than the holder) being or having been a citizen or resident thereof, being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the Subsidiary Guarantor, after the date of the Closing, opening an office in, moving an office to, reincorporating in, or changing the Applicable Jurisdiction from or through which payments on account of this Subsidiary Guarantee Agreement are made to, the Applicable Jurisdiction imposing the relevant Tax; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge that is imposed or withheld by Guarantor.reason of either (A) the failure to use reasonable efforts to comply by the holder or any other Person mentioned in clause (i) above with the written request of the Subsidiary Guarantor addressed to the holder to provide information concerning the nationality, residence or identity of the holder or such other Person or, information as to, and where, any declaration of residence or other claim or reporting requirement described in clause (B) hereof has been made by such holder or other Person (so long as such request does not, in such holder’s reasonable opinion, impose an unreasonable burden in time, resources or otherwise, on such holder) or (B) the failure, notwithstanding its practical ability, by the holder or any other Person mentioned in clause (A) above to:

Payments Free and Clear of Taxes. All payments required to be made by Each Guarantor will pay all amounts of principal of, Yield Maintenance Amount, if any, and interest on the Notes, and all other amounts payable hereunder shall be made to or under the Beneficiaries Note Agreement or the Notes, without set-off or counterclaim and free and clear of, and without deduction foror withholding for or on account of, any and all present and future income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (except net income taxes and franchise taxes in lieu of net income taxes imposed on any holder of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located) (all such non-excluded taxes, withholdingsduties, levies, imposts, duties, charges, fees, deductions and other governmental charges (withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld from any amounts payable hereunder to a holder of any Notes, excluding such income and franchise taxes thereof which would otherwise have been the amounts so payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for holder shall be increased to the extent necessary to yield such holder (after payment of all Taxes) interest on any Taxes paid by Guarantor pursuant to such other amounts payable hereunder at the rates or in the amounts specified in the Note Agreement, this Section 6 or, if no Guaranty Agreement and the Notes. Whenever any Taxes are payable with respect by any Guarantor, as promptly as possible thereafter, such Guarantor shall send to each holder of the Notes, a certified copy of an original official receipt received by such Guarantor showing payment thereof. If any payments required Guarantor fails to be made by Guarantor hereunder, either a certificate from each pay any Taxes when due to the appropriate taxing authority or an opinion fails to remit to each holder of counsel acceptable to the Notes the required receipts or other required documentary evidence, such Beneficiary, in either case stating Guarantor shall indemnify each holder of the Notes for any Taxes (including interest or penalties) that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid may become payable by such Beneficiary to Guarantor within five (5) business days holder as a result of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund failure. The obligations of the Guarantors under this paragraph shall survive the payment and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorperformance of the Notes and the termination of the Note Agreement and this Guaranty Agreement.

Payments Free and Clear of Taxes. All (a) Each Obligor, for the benefit of the holders of the Notes, agrees that in the event payments, if any, made by any Obligor (other than an Obligor organized under the laws of the United States or any State thereof (including the District of Columbia)) hereunder or in respect of the Notes to any holder are subject to any present or future tax, duty, assessment, impost, levy, withholding or other similar charge (a “Relevant Tax”) imposed upon such holder by the government of any country or jurisdiction (or any authority therein or thereof) other than any tax based on or measured by net income imposed on any holder of the Notes by the country in which such holder is a resident (the “Resident Country”), from or through which payments hereunder or on or in respect of the Notes are actually made (each a “Taxing Jurisdiction”), the Obligors will pay to such holder such additional amounts (“Tax Indemnity Amounts”) as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), provided that the Obligors shall not be required to pay such Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable: (1) had such holder not had any connection with such Taxing Jurisdiction or any territory or political subdivision thereof other than the mere holding of a Note (or the receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof); provided that this exclusion shall not apply with respect to any Tax that would not have been imposed but for an Obligor, after the date of the Closing, opening an office in, moving an office to, reincorporating or reorganizing in, or changing the Taxing Jurisdiction from or through which payments on account of this Agreement or the Notes are made, to the Taxing Jurisdiction imposing the relevant Tax; or (2) but for the delay or failure by such holder (following a written request by the Obligors) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence, that is required to be filed by such holder to avoid or reduce such Relevant Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person (collectively, “Forms”) and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (2) upon the good faith completion and submission of such Forms as may be specified in a written request of the Obligors no later than 45 days after receipt by such holder of such written request (which written request shall be accompanied by a copy of such Forms and all applicable instructions and, if any such Forms or instructions shall not be in the English language, an English translation thereof). (b) Within 60 days after the date of any payment by the Obligors of any Relevant Tax in respect of any payment under the Notes or this Agreement, the Obligors shall furnish to each holder of a Note the original tax receipt for the payment of such Relevant Tax (or if such original tax receipt is not available, a duly certified copy of the original tax receipt), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. (c) If any Obligor has made a payment to or on account of any holder of a Note pursuant to Section 8.6(a) above and such holder, in such holder’s reasonable discretion, determines that it is entitled to a refund of the Relevant Tax to which such payment is attributable from the Governmental Authority to which the payment of the Relevant Tax was made and such refund can be obtained by filing one or more Forms, then (1) such holder shall, as soon as practicable after receiving a written request therefor from the Obligors (which request shall specify in reasonable detail the Forms to be filed), file such Forms and (2) upon receipt of such refund, if any, provided no Default or Event of Default then exists, promptly pay over such refund to the relevant Obligor. For the avoidance of doubt, nothing herein shall (a) restrict the right of any holder to arrange its tax affairs as it shall deem appropriate or (b) require any holder to disclose any information regarding its tax affairs or computations to any Obligor or any other Person other than as shall be necessary to permit the Obligors to determine whether the payment of any Tax Indemnity Amount would be required to be made by Guarantor hereunder shall be made pursuant to the Beneficiaries free and clear of, and without deduction for, any and all present and future taxes, withholdings, levies, duties, and other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms provisions of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary8.6; provided, that in however, no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith holder shall be paid by Guarantorobligated to disclose any of its tax returns to any Obligor or any other Person.

Payments Free and Clear of Taxes. All Any and all payments required to be made by Guarantor hereunder a Borrower under or pursuant to any of the Loan Documents shall be made to the Beneficiaries free and clear of, and without deduction for, any and all present or future Taxes and future all liabilities with respect thereto, imposed by any jurisdiction as a consequence or result of any action taken by such Borrower, including the making of any payment under or pursuant to any of the Loan Documents excluding, in the case of the Agent or any Lender, Taxes imposed on its net income or capital taxes or receipts and franchise taxes and excluding any withholding tax payable as a result of a Canadian Tranche A Lender ceasing to maintain a Canadian funding office (taxes, withholdings, levies, dutiesimposts, deductions, charges, withholdings and liabilities other governmental charges (than those that have been expressly excluded being hereinafter referred to as "Non-Excluded Taxes"). If a Borrower shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable to the Agent or any Lender under or pursuant to any of the Loan Documents, excluding the sum so payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.15) the Agent or such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASLLender, as the case may be, receives an amount equal to the sum it would have received had paid no such deductions been made. Each Borrower hereby indemnifies and holds harmless the Obligations Agent and each Lender for the full amount of Non-Excluded Taxes which may be owed to Lenderit, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish and for any incremental Non-Excluded Taxes due to such Beneficiary a receipt for Borrower's failure to remit to the Agent and the Lenders the required receipts or other required documentary evidence or due to such Borrower's failure to pay any Non-Excluded Taxes paid by Guarantor pursuant when due to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each the appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary(including, in either case stating that such payment is exempt from or not subject to Taxes. If without limitation, any Non-Excluded Taxes imposed by any jurisdiction on amounts payable under this Section 3.15) which are paid by a Beneficiary in the good faith belief that such taxes are owingAgent or any Lender, Guarantor will, upon demand of such Beneficiaryas the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes shall be were correctly or legally assertedassessed. The Agent or the Lender who pays any Non-Excluded Taxes shall promptly notify such Borrower of such payment and, indemnify if such Beneficiary for payment was made pursuant to an incorrect or illegal assessment, shall reasonably cooperate with such paymentsBorrower, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser expense of 10% such Borrower, in any dispute of such assessment. Payment pursuant to this indemnification shall be made within 30 days from the date the Agent or the maximum lawful rate under applicable lawLender, as the case may be, makes written demand therefor. Such Beneficiary All obligations provided for in this Section 3.15 shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking survive any refunds termination of such Taxes, interest, penalties the Credit Facility or this Agreement and expenses, which refunds shall not be reduced or impaired by any investigation made by or on behalf of the Agent or any of the Lenders. The Borrowers represent and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days warrant that the transactions contemplated herein are not for the purpose of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantoravoidance of United States withholding taxes.

Payments Free and Clear of Taxes. All payments required to whatsoever under this Guaranty will be made by such Guarantor hereunder shall be made to in lawful currency of the Beneficiaries United States of America free and clear of, and without liability or withholding or deduction forfor or on account of, any and all present and or future taxes, withholdings, levies, duties, and [Taxes] of whatever nature imposed or levied by or on behalf of any jurisdiction other governmental charges than the United States ("Taxes"or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), excluding unless the withholding or deduction of such income Tax is compelled by law. If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by a Guarantor under this Guaranty, such Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had pay to each Holder such additional amounts as may be necessary in order that the net amounts paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations such Holder pursuant to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries this Guaranty after such deduction, withholding or either payment (including without limitation any required deduction or withholding of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such Holder under the terms of this Guaranty before the assessment of such Tax, provided that no payment of any payments additional amounts shall be required to be made for or on account of: (a) any Tax that would not have been imposed but for the existence of any present or former connection between such Holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation or any Person other than the Holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including without limitation such Holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for such Guarantor, after the date of the Closing, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Guaranty or the Notes are made to, the Taxing Jurisdiction imposing the relevant Tax; or (b) any Tax that would not have been imposed but for the delay or failure by Guarantor hereundersuch Holder (following a written request by such Guarantor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such Holder to avoid or reduce such Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either a certificate from each appropriate taxing authority directly or an opinion of counsel acceptable indirectly, to any Person and such Beneficiarydelay or failure could have been lawfully avoided by such Holder, in either case stating provided that such payment is exempt from or not subject Holder shall be deemed to Taxes. If Taxes are paid by a Beneficiary in have satisfied the requirements of this clause (b) upon the good faith belief that such taxes are owing, Guarantor will, upon demand completion and submission of such Beneficiary, and whether or not such Taxes shall Forms as may be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate specified in a commercially reasonable manner with Guarantor in seeking any refunds written request of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business no later than 60 days of after receipt by such BeneficiaryHolder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof); or (c) any combination of clauses (a) and (b) above; and provided, further, that in no event shall such Guarantor be obligated to pay such additional amounts (i) to any Beneficiary Holder not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the amounts that such Guarantor would be obligated to pay if such Holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty at the time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) to any Holder registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and such Guarantor shall have given timely notice of such law or interpretation to such Holder. By acceptance of any Note, each Holder agrees that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by such Guarantor all such forms, certificates, documents and returns provided to such Holder by such Guarantor (collectively, together with instructions for completing the same, “Forms”) required to expend its own funds be filed by or on behalf of such Holder in seeking order to avoid or reduce any such refund Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States and providedsuch Taxing Jurisdiction and (y) provide such Guarantor with such information with respect to such Holder as such Guarantor may reasonably request in order to complete any such Forms, furtherprovided that nothing in this [Paragraph A.] shall require any Holder to provide information with respect to any such Form or otherwise if in the opinion of such Holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such Holder, and provided further that each such Holder shall be deemed to have complied with its obligation under this paragraph with respect to any expenses incurred Form if such Form shall have been duly completed and delivered by such Holder to such Guarantor or mailed to the appropriate taxing authority, whichever is applicable, within 60 days following a written request of such Guarantor (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date. On or before the date of the Closing such Guarantor will furnish you with copies of the appropriate Form (and English translation if required as aforesaid) currently required to be filed in a Taxing Jurisdiction pursuant to clause (b) of the first paragraph of this [Paragraph A.] if any, and in connection therewith with the transfer of any Note such Guarantor will furnish the transferee of such Note with copies of any Form and English translation then required. If any payment is made by such Guarantor to or for the account of the Holder of any Note after deduction for or on account of any Taxes, and increased payments are made by such Guarantor pursuant to this [Paragraph A.], then, if such Holder at its sole discretion determines that it has received or been granted a refund of such Taxes, such Holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, reimburse to such Guarantor such amount as such Holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of any Holder to arrange its tax affairs in whatever manner it thinks fit and, in particular, no Holder shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any Holder to disclose any information relating to its tax affairs or any computations in respect thereof. Such Guarantor will furnish the Holders, promptly and in any event within 60 days after the date of any payment by such Guarantor of any Tax in respect of any amounts paid under this Guaranty, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of such Guarantor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any Holder. If such Guarantor makes payment to or for the account of any Holder and such Holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such Holder shall, as soon as practicable after receiving written request from such Guarantor (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by such Guarantor, subject, however, to the same limitations with respect to Forms as are set forth above. The obligations of such Guarantor under this [Paragraph A.] shall survive the payment or transfer of any Note and the provisions of this [Paragraph A.] shall also apply to successive transferees of the Notes.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor hereunder shall be made to the Beneficiaries Guarantied Parties free and clear of, and without deduction for, any and all present and future taxes, withholdings, levies, dutiesimposts, deductions and other withholdings and all liabilities with respect thereto (collectively, “Taxes”). If Guarantor 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 Section 6) the Guarantied Parties shall receive an amount equal to the sum it would have received had no such deductions been made, (b) Guarantor shall make such deductions, and (c) Guarantor shall pay the full amount deducted to the relevant taxing or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law. Within thirty (30) days after the terms date of the Keep Well. Upon request by the Beneficiaries or either any payment of themTaxes, Guarantor shall furnish to such Beneficiary the Guarantied Parties the original or a certified copy of a receipt evidencing payment thereof. Guarantor shall indemnify and, within ten (10) days of demand therefor, pay the Guarantied Parties for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Guarantor pursuant to this Section 6 orthe Guarantied Parties and any liability (including penalties, if no Taxes are payable interest and expenses) arising therefrom or with respect to any payments required to be made by Guarantor hereunderthereto, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor hereunder shall be made to the Beneficiaries Lender free and clear of, and without deduction for, any and all present and future taxesIndemnified Taxes and Other Taxes. If Guarantor shall be required by law to deduct any Indemnified Taxes and Other Taxes from or in respect of any sum payable hereunder, withholdings(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 Section 6) Lender receives an amount equal to the sum they would have received had no such deductions been made, levies, duties(b) Guarantor shall make such deductions, and (c) Guarantor shall pay the full amount deducted to the relevant taxing or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law. Within thirty (30) days after the terms date of the Keep Well. Upon request by the Beneficiaries or either any payment of themIndemnified Taxes and Other Taxes, Guarantor shall furnish to such Beneficiary Lender the original or a certified copy of a receipt evidencing payment thereof. Guarantor shall indemnify and, within ten (10) days of demand therefor, pay Lender for the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Guarantor pursuant to this Section 6 or▇▇▇▇▇▇, if no Taxes are payable as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect to any payments required to be made by Guarantor hereunderthereto, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Indemnified Taxes shall be and Other Taxes were correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.