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

Payments Free and Clear of Taxes. Each payment by any Guarantor shall be made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction for or because of, any and all present or future taxes, levies, imposts, duties, 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 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 “Taxing Jurisdiction”), unless such 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 such Guarantor (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)); (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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.

Payments Free and Clear of Taxes. Each payment All payments required to be made by any Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made to the Beneficiaries free from and clear of, and without deduction for or because offor, any and all present or and future taxes, withholdings, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever and other governmental charges (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 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 “Taxing Jurisdiction”"), unless excluding such 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 income and franchise taxes thereof which would otherwise have been payable (i) pay over by Borrower if TASL had paid the Obligations to the government Borrower, or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) by Lender if Borrower or TASL, as the case may be necessary be, had paid the Obligations to Lender, in order that accordance with the net amount terms of every payment made to each Holderthe Keep Well. Upon request by the Beneficiaries or either of them, after provision for payment of such Relevant Taxes (including any required deduction, withholding or other payment of tax on or with respect Guarantor shall furnish 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 Beneficiary a receipt for or on account of any tax, assessment or other governmental charge that is imposed or withheld Taxes paid 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 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 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 withholding for taxesan opinion of counsel acceptable to such Beneficiary, assessments in either case stating that such payment is exempt from or governmental chargesnot subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, or with deduction or withholding 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 amountof 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 form or document refunds and any interest thereon shall be delivered paid by such Beneficiary to Guarantor within one hundred twenty five (5) business days of a written request therefor receipt by such Guarantor. If 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 with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 Holder of any Note therewith 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofpaid by Guarantor.

Payments Free and Clear of Taxes. Each payment All payments required to be made by any Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made to Lender free from and clear of, and without deduction for or because offor, any and all present or and future taxes, withholdings, levies, imposts, duties, feesand other governmental charges ("Taxes"), chargesexcluding such income and franchise taxes thereof which would otherwise have been payable by Lender if the Triton LLC that is the borrower under any SPV Indebtedness, deductionsas the case may be, withholding, restrictions or conditions had paid the Obligations to Lender in accordance with the terms of any nature whatsoever (hereinafter called “Relevant Taxes”) imposedSPV Indebtedness. Upon request by Lender, levied, collected, assessed, deducted or withheld by the government of any country or jurisdiction (or any authority therein or thereof) other 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 “Taxing Jurisdiction”), unless such 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 furnish to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise Lender a receipt for any Taxes paid by such Guarantor (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)); (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 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 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 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 withholding an opinion of counsel acceptable to Lender, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by Lender in the good faith belief that such taxes are owing, Guarantor will, upon demand of Lender, and whether or not such Taxes shall be correctly or legally asserted, indemnify 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 rate under applicable law. Lender shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such taxes, assessments or governmental chargesinterest, or with deduction or withholding of such lesser amount, penalties and expenses which form or document refunds and any interest thereon shall be delivered paid by Lender to Guarantor within one hundred twenty five (5) business days of a written request therefor receipt by Lender; provided, that in no event shall Lender be required to expend its own funds in seeking any such Guarantor. If refund and provided, further, that any expenses incurred in connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 Holder of any Note therewith 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofpaid by Guarantor.

Payments Free and Clear of Taxes. Each payment by [In the event any Guarantor is organized under the laws of any jurisdiction other than any state of the United States or the District of Columbia, the following Section 7 shall be made, added to the Guaranty] [All payments whatsoever under all circumstances, without setoff, counterclaim this Guaranty will be made by such Guarantor in lawful currency of the United States of America (“Dollars”) or reduction for, and Euros in accordance with Section 22.9 of the Note Purchase Agreement free from and clear of, and without liability or withholding or deduction for or because on account of, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions Taxes of whatever nature imposed or conditions levied by or on behalf 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 than the United States (or any political subdivision or taxing authority of America from or through which payments hereunder or on or in respect of the Notes are actually made such jurisdiction) (each hereinafter a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, the withholding or other restriction or condition deduction of such Tax is required 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 is required by law to make any payment under this Guaranty subject to such deductionGuaranty, withholding or other restriction or condition, then such Guarantor shall forthwith (i) will pay over to the government or taxing authority imposing such tax relevant Taxing Jurisdiction the full amount required to be deductedwithheld, withheld from deducted or otherwise paid by such Guarantor (including the full amount required before penalties attach thereto or interest accrues thereon and pay to be deducted or withheld from or otherwise paid by such Guarantor in respect of the 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 amounts paid to such Holder pursuant to the terms of every payment made to each Holder, this Guaranty after provision for payment of such Relevant Taxes (including any required deduction, withholding or other payment (including without limitation any required deduction or withholding of tax Tax on or with respect to such Tax Indemnity Amountsadditional amount), shall be equal not less than the amounts then due and payable to such Holder under 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 terms of this Section 7Guaranty before the assessment of such Tax, provided that no such Tax Indemnity Amounts payment of any additional amounts shall be payable required to be made for or on account of any tax, 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.of:

Payments Free and Clear of Taxes. Each payment by (a) All payments of principal, interest, fees and other amounts under this Agreement, the Notes or any Guarantor other Loan Document or otherwise paid or payable to Agent (as used in this Section 2.17, Payments) shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, and without deduction for or because by reason of, any and Taxes, all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld which shall be paid by the government of any country or jurisdiction (or any authority therein or thereof) other Borrower for its own account not later 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 “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by lawdate when due. If a Guarantor the Borrower is required by law or regulation to deduct or withhold any Taxes from any Payment, it shall: (a) make any payment under this Guaranty subject to such deduction, withholding deduction or other restriction or condition, then such Guarantor shall forthwith withholding; (ib) pay over the amount so deducted or withheld to the government or appropriate taxing authority imposing not later than the date when due; (c) deliver to Agent, promptly and in any event within fifteen (15) days after the date on which such Taxes become due, original tax receipts and other evidence satisfactory to Agent of the payment when due of the full amount required to be deducted, withheld from or otherwise paid by of such Guarantor Taxes; and (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)); (iid) pay each Holder to Agent or the affected Lender forthwith upon any request by Agent therefor from time to time, such additional amounts (“Tax Indemnity Amounts”) as may be necessary in order so that each Lender receives, free and clear of all Taxes, the net full amount of every payment made 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 HolderLender and the Agent for the full amount of Taxes paid by such Lender or the Agent, after provision for payment of such Relevant Taxes as the case may be, and any liability (including any required deductionpenalties, withholding or other payment of tax on interest and expenses) arising therefrom or with respect to thereto (except for Taxes on the overall net income of such Tax Indemnity Amounts), shall be equal to Lender or the amount which such holder would have received had there been no imposition, levy, collection, assessment, deduction, withholding Agent or other restriction or condition. Notwithstanding the provisions of this Section 7, no such Tax Indemnity Amounts shall be payable for or on account any franchise Taxes in lieu thereof) without duplication of any tax, assessment or other governmental charge that is imposed or withheld amounts paid 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 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 Borrower pursuant to this Section 7 without deduction or withholding for taxes, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof2.9(a).

Payments Free and Clear of Taxes. Each payment Any and all payments by the Borrowers hereunder, under the Notes or under any Guarantor other Loan Document shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, of and without deduction for or because of, any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, deductions, withholding, restrictions withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers shall be required by law to withhold or conditions of deduct 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 than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, under the Notes are actually made or under any other Loan Document to any Lender or the Administrative Agent, (each a “Taxing Jurisdiction”), unless x) such 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 sum payable 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) increased as may be necessary in order so that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes making all required withholdings or deductions (including any required deduction, withholding withholdings or other payment of tax on deductions applicable to additional sums payable under this Section 3.03) such Lender or with respect to such Tax Indemnity Amounts), shall be the Administrative Agent (as the case may be) receives an amount equal to the amount which such holder sum it would have received had there no such withholdings or deductions been no impositionmade, levy(y) the Borrowers shall make such withholdings or deductions, collection, assessment, deduction, withholding and (z) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority 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 reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document to the extent authority in accordance with 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereoflaw.

Payments Free and Clear of Taxes. Each payment All payments whatsoever under this Guaranty will be made by any such Guarantor shall be made, under all circumstances, without setoff, counterclaim or reduction for, and in lawful currency of the United States of America (“U.S. Dollars”) free from and clear of, and without liability or withholding or deduction for or because on account of, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions Taxes of whatever nature imposed or conditions levied by or on behalf 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 than the United States (or any political subdivision or taxing authority of America from or through which payments hereunder or on or in respect of the Notes are actually made such jurisdiction) (each hereinafter a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, the withholding or other restriction or condition deduction of such Tax is required 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 is required by law to make any payment under this Guaranty subject to such deductionGuaranty, withholding or other restriction or condition, then such Guarantor shall forthwith (i) will pay over to the government or taxing authority imposing such tax relevant Taxing Jurisdiction the full amount required to be deductedwithheld, withheld from deducted or otherwise paid by such Guarantor (including the full amount required before penalties attach thereto or interest accrues thereon and pay to be deducted or withheld from or otherwise paid by such Guarantor in respect of the 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 amounts paid to such Holder pursuant to the terms of every payment made to each Holder, this Guaranty after provision for payment of such Relevant Taxes (including any required deduction, withholding or other payment (including without limitation any required deduction or withholding of tax Tax on or with respect to such Tax Indemnity Amountsadditional amount), shall be equal not less than the amounts then due and payable to such Holder under 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 terms of this Section 7Guaranty before the assessment of such Tax, provided that no such Tax Indemnity Amounts payment of any additional amounts shall be payable required to be made for or on account of any tax, 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.of:

Payments Free and Clear of Taxes. Each payment All payments to be made by any the Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, and without deduction for or because on account of, any and all present or future taxes, value-added taxes, levies, imposts, duties, fees, chargesassessments or other charges of whatever nature now or hereafter imposed (in all cases excluding income taxes) and all interest, deductionspenalties or similar liabilities with respect thereto (collectively, withholding“Additional Costs”); provided, restrictions or conditions however, that anything herein contained to the contrary notwithstanding, the Guarantor shall not be required to pay withholding taxes in excess of any nature whatsoever the amount of withholding taxes that would be payable by a financial institution that is both (hereinafter called i) a resident of a country with which Mexico has entered into a treaty for the 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 “Relevant TaxesSHCP”) imposed, levied, collected, assessed, deducted or withheld by for purposes of Article 195(I) of the government of any country or jurisdiction Mexican Income Tax Law (or any authority therein or thereof) other than the United States of America from or through which payments hereunder or on or in respect of the Notes successor provision). If any Additional Costs are actually made (each a “Taxing Jurisdiction”), unless such 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 such Guarantor (including the full amount required Law to be deducted or withheld from from, or otherwise paid by such Guarantor 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 the Tax Indemnity Amounts (as defined below)); (ii) pay each Holder such Additional Costs and such other additional amounts (“Tax Indemnity Amounts”) as may be necessary in order so that the net amount of every payment made to each Holderof all amounts due hereunder, 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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant TaxesAdditional Costs, and increased payments are made by 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 Guarantor Additional Costs is due pursuant to this Paragraphapplicable law, thencopies of tax forms evidencing such payment by the Guarantor, if such Holder determines that it has received duly stamped by or been granted a refund on behalf of the SHCP or received the benefit of a credit of such Relevant Taxes, such Holder shall, any other applicable Government Agency. Subject to the extent that it can do so without prejudice to proviso in the retention first sentence of this Section 6.11, the Guarantor will indemnify and hold harmless any Subordinate Certificate Holder and reimburse such Subordinate Certificate Holder promptly upon its written request, for the amount of such refund any Additional Costs or credit, reimburse to the Guarantors such amount as such Holder shall determine to be attributable to the Relevant Taxes other taxes described above which are levied or deduction or withholding. Nothing herein contained shall interfere with the right of the Holder of imposed on and paid by any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofSubordinate Certificate Holder.

Payments Free and Clear of Taxes. Each payment All payments required to be made by any Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, made to Agent and Lenders free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes. If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject Section 6) Agent or Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then such Guarantor shall forthwith (i) make such deductions and such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount required deducted to be deductedthe relevant taxing or other authority in accordance with applicable law. Within thirty (30) days after the date of any payment of Taxes, withheld from or otherwise paid by such Guarantor shall furnish to Agent the original or a certified copy of a receipt evidencing payment thereof. Such Guarantor shall indemnify and, within ten (including 10) days of written demand therefor, pay Agent and each Lender for 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)); (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 Taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Agent or such Lender, as appropriate with respect to payments required deductionto be made by such Guarantor, withholding or other payment of tax on and any liability (including penalties, interest and expenses) arising therefrom or with respect to thereto, whether or not such Tax Indemnity Amounts)Taxes were correctly or legally asserted and (d) within 30 days after the written request of Guarantor, shall be equal to each Lender or Agent shall, at the amount which cost of 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 reason of the failure of the Holder to completeGuarantor, execute and deliver to Guarantor such Guarantor any form information, certificates or document to the extent applicable to such Holder that may be required by law or by reason of administration of such law and which is forms as are reasonably requested in writing to be delivered by such Guarantor in order such request, which can be furnished consistent with the facts and which are necessary to enable assist such Guarantor to make payments in applying for refunds of Taxes paid (or reimbursed pursuant to this Section 7 without deduction 6) by such Guarantor hereunder provided always that no Lender or withholding for taxes, assessments or governmental charges, or with deduction or withholding of such lesser amount, which form or document Agent shall be delivered within one hundred twenty days obliged to execute and deliver any information, certificates or forms regarding any part of a written request therefor by such Guarantorits business or affairs that it considers to be confidential. If in connection with the payment a Lender or Agent receives a refund of any such Tax Indemnity Amounts, Taxes with respect to which any Holder that is Guarantor has made a United States person within the meaning of the Code payment hereunder or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amountsotherwise, such Guarantor Lender or Agent shall pay to such Holder Guarantor an amount that such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding Lender or deduction Agent determines in respect of any such further amount) is good faith to be equal to the amount which net benefit, after tax, that was obtained by such Holder would have received after all United States Taxes on such Tax Indemnity Amounts and on any further amount had such withholding Lender or deduction not been made. If any payment is made by any Guarantor to or for Agent (as the account of the Holder of any Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, then, if such Holder determines that it has received or been granted case may be) as a refund or received the benefit of a credit consequence 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofrefund.

Payments Free and Clear of Taxes. (a) Each payment by any a Foreign Guarantor shall be made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction or withholding for or because of, any and all present or future taxes, levies, imposts, dutiesduties or similar governmental assessments and charges (but not including, feesfor the avoidance of doubt, chargesany taxes, deductionslevies, withholdingimposts, restrictions duties or conditions other governmental assessments or charges imposed on or measured by reference to the income, receipts or gains of the relevant Holder, or any nature whatsoever (hereinafter called “Relevant Taxes”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 or through which payments hereunder or on or in respect of the Notes are actually made (each a hereinafter called “Taxing JurisdictionNon-U.S. Taxes”), unless such imposition, levy, collection, assessment, deduction, deduction or withholding or other restriction or condition is required by law. If a Foreign Guarantor is required by law to make any payment under pursuant to this Guaranty subject to such deduction, withholding deduction or other restriction or conditionwithholding, then such Guarantor shall forthwith (ia) pay over to the government or taxing authority imposing such tax the full amount required to be deducted, so deducted or withheld from or otherwise paid by such Guarantor (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 (iib) 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 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 Holder would have received had there been no imposition, levy, collection, assessment, deduction, withholding deduction or other restriction or conditionwithholding. Notwithstanding the provisions of this Section 77(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 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 would enable such Guarantor to make payments pursuant to this Section 7 without in the Guaranty without, or at a reduced rate of, deduction or withholding for taxes, levies, imposts, duties, assessments or governmental charges, or with deduction or withholding of such lesser amount, which form or document shall be delivered prior to the making of any payment by such Guarantor hereunder, and in any event within one hundred twenty days of a written request therefor by such Guarantor. If in connection with the payment of Guarantor (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, Tax Indemnity Amounts, any Holder that is a United States person within Amounts shall be payable pursuant to this Section 7 only to the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure extent that the net amount actually that would otherwise be received by that a Holder (taking into account with respect to a payment by a Foreign Guarantor pursuant to this Guaranty, after such Foreign Guarantor has deducted or withheld any withholding or deduction in respect of any such further amount) Non-U.S. Taxes as required by law, is equal to less than the net 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 payment been made. If any payment is made by any Guarantor to or for the account of Company on the Holder of any Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofapplicable Notes.

Payments Free and Clear of Taxes. Each payment by any a Foreign Guarantor shall be made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction or withholding for or because of, any and all present or future taxes, levies, imposts, dutiesduties or similar governmental assessments and charges (but not including, feesfor the avoidance of doubt, chargesany taxes, deductionslevies, withholdingimposts, restrictions duties or conditions other governmental assessments or charges imposed on or measured by reference to the income, receipts or gains of the relevant Holder, or any nature whatsoever (hereinafter called “Relevant Taxes”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 or through which payments hereunder or on or in respect of the Notes are actually made (each a hereinafter called “Taxing JurisdictionNon-U.S. Taxes”), unless such imposition, levy, collection, assessment, deduction, deduction or withholding or other restriction or condition is required by law. If a Foreign Guarantor is required by law to make any payment under pursuant to this Guaranty subject to such deduction, withholding deduction or other restriction or conditionwithholding, then such Guarantor shall forthwith (ia) pay over to the government or taxing authority imposing such tax the full amount required to be deducted, so deducted or withheld from or otherwise paid by such Guarantor (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 (iib) 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 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 Holder would have received had there been no imposition, levy, collection, assessment, deduction, withholding deduction or other restriction or conditionwithholding. 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 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 would enable such Guarantor to make payments pursuant to this Section 7 without in the Guaranty without, or at a reduced rate of, deduction or withholding for taxes, levies, imposts, duties, assessments or governmental charges, or with deduction or withholding of such lesser amount, which form or document shall be delivered prior to the making of any payment by such Guarantor hereunder, and in any event within one hundred twenty days of a written request therefor by such Guarantor. If in connection with the payment of Guarantor (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, Tax Indemnity Amounts, any Holder that is a United States person within Amounts shall be payable pursuant to this Section 7 only to the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure extent that the net amount actually that would otherwise be received by that a Holder (taking into account with respect to a payment by a Foreign Guarantor pursuant to this Guaranty, after such Foreign Guarantor has deducted or withheld any withholding or deduction in respect of any such further amount) Non-U.S. Taxes as required by law, is equal to less than the net 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 payment been made. If any payment is made by any Guarantor to or for the account of Company on the Holder of any Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofapplicable Notes.

Payments Free and Clear of Taxes. Each payment Any and all payments by the Borrower hereunder, under the Notes or under any Guarantor other Loan Document shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, of and without deduction or withholding for or because of, any and all present or future taxes, levies, imposts, duties, fees, chargesdeductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, withholdingcharges, restrictions withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to withhold or conditions of deduct 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 than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, under the Notes are actually made or under any other Loan Document to any Lender or the Administrative Agent, (each a “Taxing Jurisdiction”), unless x) such 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 sum payable 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) increased as may be necessary in order so that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes making all required withholdings or deductions (including any required deduction, withholding withholdings or other payment of tax on deductions applicable to additional sums payable under this Section 3.03) such Lender or with respect to such Tax Indemnity Amounts), shall be the Administrative Agent (as the case may be) receives an amount equal to the amount which such holder sum it would have received had there no such withholdings or deductions been no impositionmade, levy(y) the Borrower shall make such withholdings or deductions, collection, assessment, deduction, withholding and (z) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority 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 reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document to the extent authority in accordance with 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereoflaw.]

Payments Free and Clear of Taxes. Each payment All payments required to be made by any each Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made to Lender free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes. If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject Section 6) Lender receives an amount equal to the sum it would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions, and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount required deducted to be deductedthe relevant taxing or other authority in accordance with applicable law. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to Lender the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Each Guarantor shall jointly and severally indemnify and, within ten (including 10) days of demand therefor, pay Lender for the full amount required to be deducted or withheld from or otherwise of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Lender, as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Guarantor in Taxes 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 of to which a Credit Party had paid an additional amount or an indemnity payment pursuant to this Section 6, Lender shall reimburse the Tax Indemnity Amounts (as defined below)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) as may be necessary in order that Credit Party the net amount of every payment made to each Holdersuch tax credit or refund received (or, after provision for payment in the case of such Relevant Taxes (including any required deductiona tax credit, 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 deemed received) by reason Lender within 30 days of the failure of date such tax credit or refund is (or, in the Holder to complete, execute and deliver to such Guarantor any form or document 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, assessments or governmental charges, or with deduction or withholding of such lesser amount, which form or document shall be delivered within one hundred twenty days case of a written request therefor by such Guarantor. If in connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 tax 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofdeemed received) received.

Payments Free and Clear of Taxes. Each payment All payments required to be made by any Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, made to Agent and Lenders free from and clear of, and without deduction for or because offor, any and all present and future Taxes. If Guarantor shall be required by law to deduct any Taxes from or future 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) Agent or Lenders, as applicable, receive 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 authority in accordance with applicable law. Within thirty (30) days after the date of any payment of Taxes, Guarantor shall furnish to 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 Agent or such Lender, as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. For purposes of this Section, (i) "Taxes" shall mean taxes, levies, imposts, dutiesdeductions, feesCharges 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, deductionsliens, withholdingclaims or encumbrances upon or relating to (a) the Collateral, restrictions (b) the Senior Obligations, (c) the employees, payroll, income or conditions gross receipts of any nature whatsoever Borrower, (hereinafter called “Relevant Taxes”d) imposed, levied, collected, assessed, deducted any Borrower's ownership or withheld by the government use of any country or jurisdiction (or any authority therein or thereof) other 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 “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding properties or other restriction assets, or condition is required by law. If a Guarantor is required by law to make (e) 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 such Guarantor (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)); (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 aspect of any tax, 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 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, assessments or governmental charges, or 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 GuarantorBorrower's business. If in connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof7.

Payments Free and Clear of Taxes. Each 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 an Obligor hereunder (the "RELEVANT HOLDERS"), agree that in the event any Guarantor shall be madesuch payments made by an Obligor under the Notes, under all circumstancesthis Agreement, without setoff, counterclaim a Guaranty Agreement or reduction for, and free from and clear of, and without deduction for or because of, any and all other Financing Document are subject to any present or future taxestax, leviesduty, impostsassessment, dutiesimpost, fees, charges, deductions, withholding, restrictions levy or conditions of any nature whatsoever other similar charge (hereinafter called “Relevant Taxes”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 of America (or any authority therein or thereunder) from or through which payments hereunder or on or in respect of the Notes are actually made (each a “Taxing Jurisdiction”"TAXING JURISDICTION"), unless such 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) the Obligors will pay over to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by such Guarantor (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)); (ii) pay each Relevant Holder such additional amounts (“Tax Indemnity Amounts”the "ADDITIONAL AMOUNTS") as may be necessary in order that the net amount of every payment made amounts paid to each Holder, after provision for payment of such Relevant Holder pursuant to the terms of this Agreement, such Notes, the 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 government of the United States (including or any required deduction, withholding authority therein or other payment of tax on or with respect to such Tax Indemnity Amountsthereunder) as described above), 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, except that no such Tax Indemnity Additional Amounts shall be payable for or on account of any tax, 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 this Agreement, any such further amount) Note, a Guaranty Agreement or any other Financing Document to a Relevant Holder which 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 liable for the account of the Holder of any Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 respect of this Note Agreement, such Notes, such Guaranty Agreement or such other Financing Document solely by reason of such Relevant Holder being resident or being deemed resident in such Taxing Jurisdiction or carrying on business or being deemed to any carry on business in such Taxing Jurisdiction or having some other claimsbusiness connection with such Taxing Jurisdiction other than, reliefsin the case of Canada, credits the mere holding of this Agreement, such Notes, such Guaranty Agreement or deductions available to it such other Financing Document or oblige any Holder the receipt of any Note to disclose any information relating to its tax affairs principal or any computations interest in respect thereof.

Payments Free and Clear of Taxes. Each payment Any and all payments by the Borrower hereunder, under the Notes or under any Guarantor other Loan Document shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, of and without deduction or withholding for or because of, any and all present or future taxes, levies, imposts, duties, fees, chargesdeductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent (i) taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (A) the United States except withholding taxes contemplated pursuant to Section 3.04(e)(ii)(C), (B) the Governmental Authority of the jurisdiction in which such Lender’s office is located or (C) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof, and (ii) taxes (including income taxes and branch profits taxes) imposed on or measured by the Administrative Agent’s or each Lender’s overall net income and franchise taxes imposed 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 thereof or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, the Notes or any other Loan Document) (all such non-excluded taxes, levies, imposts, deductions, withholdingcharges, restrictions or conditions of any nature whatsoever (withholdings and liabilities being hereinafter called referred to as “Relevant Taxes”) imposed, levied, collected, assessed, deducted ). If the Borrower shall be required by law to withhold or withheld by the government of deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, under the Notes are actually made or under any other Loan Document to any Lender or the Administrative Agent, (each a “Taxing Jurisdiction”), unless x) such 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 sum payable 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) increased as may be necessary in order so that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes making all required withholdings or deductions (including any required deduction, withholding withholdings 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 reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document to the extent deductions 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 Holder of any Note shall be additional sums payable under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Relevant Tax in priority to any other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.this

Payments Free and Clear of Taxes. Each payment Except as set forth below, all payments required to be made by any each Guarantor hereunder shall be mademade to the Administrative Agent, under all circumstancesfor the benefit of the Agents, without setoffthe L/C Issuers and the Lenders, counterclaim or reduction for, and free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes and other Taxes (but not Excluded Taxes). If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject SECTION 12.13) the Agents, the L/C 105 Issuers or the Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions, and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount deducted to the relevant taxing or other authority in accordance with Applicable Law. Notwithstanding the 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 Borrowers would not be deductedrequired 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 such Guarantor. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to the Administrative Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (including 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 required to be deducted or withheld from or otherwise paid by such Guarantor in respect of the 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 deductionTaxes imposed by any jurisdiction on amounts payable under this SECTION 12.13) paid by any Agent, withholding any L/C Issuer or other payment of tax on or any Lender, as appropriate, 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 any payment by or on account of any taxobligation of a Guarantor hereunder and any penalties, assessment interest and reasonable out-of-pocket expenses arising therefrom or other governmental charge that is imposed with respect thereto, whether or withheld by reason of not such Taxes were correctly or legally asserted. Notwithstanding the failure of the Holder to completeforegoing, execute and deliver to such a Guarantor any form or document to the extent applicable to such Holder that may shall not be required by law to indemnify an L/C Issuer, a Lender or by reason of administration of such law and which is reasonably requested in writing an Agent with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction Taxes in respect of any which the Borrowers would not be required to indemnify such further amount) is equal L/C Issuer, Lender or Agent pursuant to SECTION 3.04 if the amount which payment had been made by the Borrowers and 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 arose with respect to any payment is made by any Guarantor to or for the account of the Holder of any Note after deduction for or on account of any Relevant Taxesobligation 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 increased payments are made by any Guarantor which the Guarantors have paid, pursuant to this ParagraphSECTION 12.13, then, if such Holder determines that it has received or been granted a refund or received shall within thirty (30) days from the benefit of a credit date of such Relevant Taxes, receipt pay over such Holder shall, refund to the extent that it can do so without prejudice to the retention Guarantor net of the amount all out-of-pocket expenses of such refund L/C Issuer, Lender or creditAgent, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofapplicable.

Payments Free and Clear of Taxes. Each payment by any Guarantor shall be made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction for or because of, any and all present or future taxes, levies, imposts, duties, 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 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 “"Taxing Jurisdiction”"), 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 or franchise taxes 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 such Guarantor (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)); (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 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 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 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 SECTION 7 without deduction or withholding for taxes, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“"United States Taxes”") on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Holder shall become aware that it is made by any Guarantor entitled to or a refund in respect of Relevant Taxes for the account of the Holder of any Note after deduction for or on account of any Relevant Taxes, and increased payments are made which it has been indemnified by any Guarantor pursuant to this Paragraph, then, if such Holder determines that it has received or been granted a refund or received the benefit of a credit of such Relevant TaxesSection, 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 extent that it can do so without prejudice 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 retention receipt or accrual of the tax refund plus any tax benefit realized by Holder from the payment of the amount of such refund or credit, reimburse to the Guarantors Guarantor and without interest (other than interest, if any, included in 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofrefund).

Payments Free and Clear of Taxes. Each payment Except as set forth below, all payments required to be made by any each Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, made to the Administrative Agent and the Lenders free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes. If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject Section 14.14) the Administrative Agent or the Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Notwithstanding the 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 deductedrequired 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 Guarantor. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to the Administrative Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (including 10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for 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)); (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 deductionTaxes imposed by any jurisdiction on amounts payable under this Section 14.14) paid by the Administrative Agent or such Lender, withholding or other payment of tax on or as appropriate, 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 any payment by or on account of any taxobligation of a Guarantor hereunder and any penalties, assessment interest and reasonable out-of-pocket expenses arising therefrom or other governmental charge that is imposed with respect thereto, whether or withheld by reason of not such Taxes were correctly or legally asserted. Notwithstanding the failure of the Holder to completeforegoing, execute and deliver to such each Guarantor any form or document to the extent applicable to such Holder that may shall not be required by law to indemnify a Lender or by reason of administration of such law and which is reasonably requested in writing an Agent with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction Taxes in respect of any 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 further amount) is equal Taxes arose with respect 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 Note after deduction for or on account of any Relevant Taxes, and increased obligation of the Borrower. Section 5.05(g) shall apply with respect to payments are made by any a Guarantor pursuant to this Paragraph, then, if such Holder determines that Section 14.14 as it has received or been granted a refund or received applies to payments by the benefit of a credit of such Relevant Taxes, such Holder shall, Borrower pursuant 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofSection 5.05.

Payments Free and Clear of Taxes. Each payment Any and all payments by the Borrowers hereunder or under any Guarantor Note or other document evidencing any Obligations shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, of and without deduction reduction for or because of, any and all present or future taxes, levies, imposts, duties, feesdeductions, charges, withholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto excluding, in the case of each Lender and the Administrative Agent, taxes imposed on or measured by net income or overall gross receipts and capital and franchise taxes imposed on it by (i) the United States, except withholding taxes contemplated pursuant to Section 3.03(d)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's Lending Office is located or any political subdivision thereof or (iii) the Governmental Authority in which such Person is organized, managed and controlled or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, withholdingcharges and withholdings being hereinafter referred to as "Taxes"). Subject to the limitations in Section 3.03(e), restrictions if the Borrowers shall be required by law to withhold or conditions of deduct 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 than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder or under any such Note or document to any Lender or the Notes are actually made Administrative Agent, (each a “Taxing Jurisdiction”), unless such 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 x) the sum payable to such deduction, withholding Lender or other restriction or condition, then such Guarantor the Administrative Agent 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) increased as may be necessary in order so that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes making all required withholding or deductions (including any required deduction, withholding or other payment of tax on deductions applicable to additional sums payable under this Section 3.03) such Lender or with respect to such Tax Indemnity Amounts)the Administrative Agent, shall be as applicable, receives an amount equal to the amount which such holder sum it would have received had there been no imposition, levy, collection, assessment, deduction, such withholding or deductions been made, (y) the Borrowers shall make such withholding or deductions and (z) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other restriction or conditionauthority in accordance with applicable law. Notwithstanding the provisions of this Section 7, no such Tax Indemnity Amounts If any Taxes shall be payable for or on account applicable after the date hereof, to such payments by Borrowers made to the Applicable Lending Office of any taxLender, assessment or other governmental charge that is imposed or withheld by reason of the failure of the Holder such Lender shall use its best efforts to completemake, execute fund and deliver maintain its Loans, and to such Guarantor any form or document to the extent applicable to such Holder that may be required by law or by reason of administration of such law make, fund 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, assessments or governmental charges, or 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 maintain its obligations in connection with the payment Letters of any Credit, through another Applicable Lending Office of such Tax Indemnity Amounts, any Holder that is a United States person within Lender in another jurisdiction so as to reduce the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, thenBorrowers' liability hereunder, if such Holder determines that it has received the making, funding or been granted a refund or received the benefit of a credit maintenance of such Relevant Taxes, Loans or obligations in connection with the Letters of Credit through such Holder shall, to the extent that it can do so without prejudice to the retention of the amount other Applicable Lending Office 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 andLender does not, in particular, no Holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect the reasonable judgment of such Relevant Tax in priority to any other claimsLender, reliefsotherwise materially adversely affect such Loans, credits obligations under the Letters of Credit or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofsuch Lender.

Payments Free and Clear of Taxes. Each payment All payments required to be made by any Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made to the Guarantied Parties free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, dutiesdeductions and other withholdings and all liabilities with respect thereto (collectively, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld ). If Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject Section 6) the Guarantied Parties shall receive an amount equal to the sum it would have received had no such deductiondeductions been made, withholding or other restriction or condition, then such (b) Guarantor shall forthwith make such deductions, and (ic) Guarantor shall pay over to the government or taxing authority imposing such tax the full amount required deducted to be deductedthe relevant taxing or other authority in accordance with applicable law. Within thirty (30) days after the date of any payment of Taxes, withheld from Guarantor shall furnish to the Guarantied Parties the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Guarantor shall indemnify and, within ten (including 10) days of demand therefor, pay the Guarantied Parties for 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)); (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 deductionTaxes imposed by any jurisdiction on amounts payable under this Section 6) paid by the Guarantied Parties and any liability (including penalties, withholding or other payment of tax on interest and expenses) arising therefrom or with respect to thereto, whether or not 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 Taxes were correctly 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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereoflegally asserted.

Payments Free and Clear of Taxes. Each payment All payments to be made by any the Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, and without deduction for or because on account of, any and all present or future taxes, value-added taxes, levies, imposts, duties, fees, chargesassessments or other charges of whatever nature now or hereafter imposed (in all cases excluding income taxes) and all interest, deductionspenalties or similar liabilities with respect thereto (collectively, withholding"Additional Costs"); provided, restrictions or conditions however, that anything herein contained to the contrary notwithstanding, the Guarantor shall not be required to pay withholding taxes in excess of any nature whatsoever the amount of withholding taxes that would be payable by a financial institution that is both (hereinafter called “Relevant Taxes”i) imposed, levied, collected, assessed, deducted or withheld by a resident of a country with which Mexico has entered into a treaty for the government avoidance of any double taxation which is in effect in such country or jurisdiction 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 authority therein or thereof) other than the United States of America from or through which payments hereunder or on or in respect of the Notes successor provision). Such withholding tax rate is currently 4.9%. If any Additional Costs are actually made (each a “Taxing Jurisdiction”), unless such 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 such Guarantor (including the full amount required Law to be deducted or withheld from from, or otherwise paid by such Guarantor 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 the Tax Indemnity Amounts (as defined below)); (ii) pay each Holder such Additional Costs and such other additional amounts (“Tax Indemnity Amounts”) as may be necessary in order so that the net amount of every payment made to each Holderof all amounts due hereunder, 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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant TaxesAdditional 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, and increased payments are made by reimburse the Administrative Agent or any Guarantor pursuant to this ParagraphTranche A Lender, thenas the case may be, if such Holder determines that it has received or been granted a refund or received the benefit of a credit of such Relevant Taxespromptly upon its written request, such Holder shall, to the extent that it can do so without prejudice to the retention of for the amount of such refund any Additional Costs or credit, reimburse to other taxes described above which are levied or imposed on and paid by 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs Administrative Agent or any computations in respect thereofTranche A Lender, as the case may be.

Payments Free and Clear of Taxes. Each payment The Company, for the benefit of the holders of the Notes agrees that in the event payments made by the Company, hereunder or in respect of the Notes to any Guarantor shall be made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction for or because of, holder are subject to any and all present or future taxestax, leviesduty, impostsassessment, dutiesimpost, feeslevy, charges, deductions, withholding, restrictions withholding or conditions of any nature whatsoever other similar charge (hereinafter called “a "Relevant Taxes”Tax") imposed, levied, collected, assessed, deducted or withheld 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 by the United States of America country in which such holder is domiciled (the "Domicile Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a “"Taxing Jurisdiction”"), unless such impositionthe Company, 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) will pay over to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by such Guarantor (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)); (ii) pay each Holder holder such additional amounts (“Tax Indemnity Amounts”) as may be necessary in order that the net amount amounts paid to such holder pursuant to the terms of every payment made to each Holder, this Agreement or the Notes after provision for payment 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 (including any required deduction, withholding or other payment imposed by the government of tax on or with respect to such Tax Indemnity Amountsthe Domicile Country), shall be equal to the amount which such holder would have received had there been no impositionprovided that, levy, collection, assessment, deduction, withholding or other restriction or condition. Notwithstanding notwithstanding the provisions of this Section 721.3, (1) in no such event shall the Company be obligated to pay any Relevant Tax Indemnity Amounts shall be payable for or on account of with respect to any tax, assessment or other governmental charge that is imposed or withheld by reason payment to any holder not resident in the United States in excess of the failure of amount which the Holder Company would have been obligated to complete, execute pay if (i) authorization could have been obtained under any income tax treaty between the United States and deliver to such Guarantor any form or document 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 Taxing Jurisdiction in writing to be delivered by such Guarantor in order to enable such Guarantor force at the relevant time for the Company to make payments pursuant to this Section 7 such payment either without deduction or withholding for taxes, assessments or governmental charges, of Relevant Taxes or with deduction or withholding of a lesser amount in respect of Relevant Taxes had the Notes held by such lesser amountholder 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 form or document it would have been lawfully entitled to do pursuant to such authorization; and (2) no such additional amounts shall be delivered within one hundred twenty days of a written request therefor by such Guarantor. If in connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction payable in respect of any such further amount) Notes to a holder which 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 liable for the account of the Holder of any Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 Holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability Tax in respect of such Relevant 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 resident in priority such Taxing Jurisdiction or having a permanent establishment in such Taxing Jurisdiction or carrying on business or being deemed to any carry on business in such Taxing Jurisdiction or having some other claims, reliefs, credits business connection with such Taxing Jurisdiction other than the mere holding of such Notes or deductions available to it or oblige any Holder the receipt of any Note to disclose any information relating to its tax affairs or any computations in respect thereofincome therefrom.

Payments Free and Clear of Taxes. Each payment All payments required to be made by any each Guarantor hereunder shall be mademade to US Agent, under all circumstances, without setoff, counterclaim or reduction for, Collateral Agent and US Lenders free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes. If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject Section 6) US Agent, Collateral Agent or US Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions, and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount required deducted to be deductedthe relevant taxing or other authority in accordance with Applicable Law. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to US Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Each Guarantor shall jointly and severally indemnify and, within ten (including 10) days of demand therefor, pay US Agent, Collateral Agent and each US Lender for 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)); (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 deductionTaxes imposed by any jurisdiction on amounts payable under this Section 6) paid by US Agent, withholding Collateral Agent or other payment of tax on such US Lender, as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect to thereto, whether or not 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 Taxes were correctly or other restriction or conditionlegally asserted. Notwithstanding the provisions foregoing, in no event shall US Agent, Collateral Agent or any US Lender be entitled to receive a gross-up amount in excess of this Section 7, no such Tax Indemnity Amounts shall that amount to which it would be payable for or on account of any tax, assessment or other governmental charge that is imposed or withheld by reason of entitled under the failure of the Holder to complete, execute and deliver to such Guarantor any form or document Credit Agreement with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofGuaranteed Obligations.

Payments Free and Clear of Taxes. Each payment Except as set forth below, all payments required to be made by any each Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, made to the Administrative Agent and the Lenders free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes and other Taxes (but not Excluded Taxes). If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject SECTION 12.13) the Administrative Agent or the Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions, and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount deducted to the relevant taxing or other authority in accordance with Applicable Law. Notwithstanding the 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 deductedrequired 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 Guarantor. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to the Administrative Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (including 10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for 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)); (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 deductionTaxes imposed by any jurisdiction on amounts payable under this SECTION 12.13) paid by the Administrative Agent or such Lender, withholding or other payment of tax on or as appropriate, 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 any payment by or on account of any taxobligation of a Guarantor hereunder and any penalties, assessment interest and reasonable out-of-pocket expenses arising therefrom or other governmental charge that is imposed with respect thereto, whether or withheld by reason of not such Taxes were correctly or legally asserted. Notwithstanding the failure of the Holder to completeforegoing, execute and deliver to such a Guarantor any form or document to the extent applicable to such Holder that may shall not be required by law to indemnify a Lender or by reason of administration of such law and which is reasonably requested in writing an Agent with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction Taxes in respect of any 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 further amount) is equal Taxes arose with respect 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 Note after deduction for or on account of any Relevant Taxesobligation 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 increased payments are made by any Guarantor which the Guarantors have paid, pursuant to this ParagraphSECTION 12.13, then, if such Holder determines that it has received or been granted a refund or received shall within thirty (30) days from the benefit of a credit date of such Relevant Taxes, receipt pay over such Holder shall, refund to the extent that it can do so without prejudice to the retention Guarantor net of the amount all out-of-pocket expenses of such refund Lender or credit, reimburse to the Guarantors such amount as such Holder shall determine to be attributable to the Relevant Taxes or deduction or withholdingAgent. 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.95

Payments Free and Clear of Taxes. Each payment by any Guarantor shall be madewill pay all amounts of principal of, Yield Maintenance Amount, if any, and interest on the Notes, and all other amounts payable hereunder or under all circumstancesthe Note Agreement or the Notes, without setoff, set-off or counterclaim or reduction for, and free from and clear of, and without deduction or withholding for or because on account of, any all present and future income, stamp, documentary and other taxes and duties, and all present other levies, imposts, charges, fees, deductions and withholdings, now or future 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, duties, levies, imposts, duties, charges, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (deductions and withholdings being 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 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 “Taxing Jurisdiction”"), unless such 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 Taxes are required to be deducted, withheld from or otherwise paid by such Guarantor (including any ----- amounts payable hereunder to a holder of any Notes, 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)); (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 so payable to such Tax Indemnity Amounts), holder 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 reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document increased to the extent applicable necessary to yield 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, assessments or governmental charges, or 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 connection with the holder (after payment of all Taxes) interest on any such Tax Indemnity Amountsother amounts payable hereunder at the rates or in the amounts specified in the Note Agreement, this Guaranty Agreement and the Notes. Whenever any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of AmericaTaxes are payable by any Guarantor, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amountsas promptly as possible thereafter, such Guarantor shall pay send to such Holder such further amount as will insure that each holder of the net amount actually Notes, a certified copy of an original official receipt received by such Guarantor showing payment thereof. If any Guarantor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to each holder of the Notes the required receipts or other required documentary evidence, such Guarantor shall indemnify each holder of the Notes for any Taxes (including interest or penalties) that Holder (taking into account any withholding or deduction in respect may become payable by such holder as a result 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 madefailure. If any payment is made by any Guarantor to or for the account The obligations of the Holder of any Note after deduction for or on account of any Relevant Taxes, Guarantors under this paragraph shall survive the payment and increased payments are made by any Guarantor pursuant to this Paragraph, 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 performance of the amount of such refund or credit, reimburse to Notes and 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 termination of the Holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofAgreement and this Guaranty Agreement.

Payments Free and Clear of Taxes. Each payment Any and all payments made by a Borrower under or pursuant to any Guarantor of the Loan Documents shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, and without deduction for or because offor, any and all present or future Taxes and 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, levies, imposts, duties, feesdeductions, 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) withholdings and liabilities other than the United States of America 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 through which payments hereunder or on or in respect of the Notes are actually made (each a “Taxing Jurisdiction”), unless such 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 sum payable to the government Agent or taxing authority imposing such tax the full amount required any Lender under or pursuant to be deducted, withheld from or otherwise paid by such Guarantor (including the full amount required to be deducted or withheld from or otherwise paid by such Guarantor in respect any of the Tax Indemnity Amounts (as defined below)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) Loan Documents, the sum so payable shall be increased as may be necessary in order so that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes making all required deductions (including any required deductiondeductions applicable to additional sums payable under this Section 3.15) the Agent or such Lender, withholding or other payment of tax on or with respect to such Tax Indemnity Amounts)as the case may be, shall be receives an amount equal to the amount which such holder sum it would have received had there no such deductions been no impositionmade. Each Borrower hereby indemnifies and holds harmless the Agent and each Lender for the full amount of Non-Excluded Taxes which may be owed to it, levyand for any incremental Non-Excluded Taxes due to such 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 when due to the appropriate taxing authority (including, collectionwithout limitation, any Non-Excluded Taxes imposed by any jurisdiction on amounts payable under this Section 3.15) which are paid by the Agent or any Lender, as 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 were correctly or legally assessed. The Agent or the Lender who pays any Non-Excluded Taxes shall promptly notify such Borrower of such payment and, if such payment was made pursuant to an incorrect or illegal assessment, deductionshall reasonably cooperate with such Borrower, withholding or other restriction or condition. Notwithstanding at 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 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 may be required by law or by reason of administration expense of such law and which is reasonably requested Borrower, in writing to be delivered by any dispute of such Guarantor in order to enable such Guarantor to make payments assessment. Payment pursuant to this Section 7 without deduction or withholding for taxes, assessments or governmental charges, or with deduction or withholding of such lesser amount, which form or document indemnification shall be delivered made within one hundred twenty 30 days from the date the Agent or the Lender, as the case may be, makes written demand therefor. All obligations provided for in this Section 3.15 shall survive any termination of a written request therefor the Credit Facility or this Agreement and shall not be reduced or impaired by such Guarantorany investigation made by or on behalf of the Agent or any of the Lenders. If in connection with The Borrowers represent and warrant that the payment transactions contemplated herein are not for the purpose of any such Tax Indemnity Amounts, any Holder that is a avoidance of United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereoftaxes.

Payments Free and Clear of Taxes. Each payment by any Guarantor shall be madewill pay all amounts of principal of, Yield Maintenance Amount, if any, and interest on the Notes, and all other amounts payable hereunder or under all circumstancesthe Note Agreement or the Notes, without setoff, set-off or counterclaim or reduction for, and free from and clear of, and without deduction or withholding for or because on account of, any all present and future income, stamp, documentary and other taxes and duties, and all present other levies, imposts, charges, fees, deductions and withholdings, now or future 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, duties, levies, imposts, duties, charges, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (deductions and withholdings being 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 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 “Taxing Jurisdiction”"), unless such 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 Taxes are required to be deducted, withheld from or otherwise paid by such Guarantor (including any amounts payable hereunder to a holder of any Notes, 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)); (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 so payable to such Tax Indemnity Amounts), holder 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 reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document increased to the extent applicable necessary to yield 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, assessments or governmental charges, or 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 connection with the holder (after payment of all Taxes) interest on any such Tax Indemnity Amountsother amounts payable hereunder at the rates or in the amounts specified in the Note Agreement, this Guaranty Agreement and the Notes. Whenever any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of AmericaTaxes are payable by any Guarantor, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amountsas promptly as possible thereafter, such Guarantor shall pay send to such Holder such further amount as will insure that each holder of the net amount actually Notes, a certified copy of an original official receipt received by such Guarantor showing payment thereof. If any Guarantor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to each holder of the Notes the required receipts or other required documentary evidence, such Guarantor shall indemnify each holder of the Notes for any Taxes (including interest or penalties) that Holder (taking into account any withholding or deduction in respect may become payable by such holder as a result 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 madefailure. If any payment is made by any Guarantor to or for the account The obligations of the Holder of any Note after deduction for or on account of any Relevant Taxes, Guarantors under this paragraph shall survive the payment and increased payments are made by any Guarantor pursuant to this Paragraph, 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 performance of the amount of such refund or credit, reimburse to Notes and 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 termination of the Holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofAgreement and this Guaranty Agreement.

Payments Free and Clear of Taxes. Each payment by any Guarantor shall be made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction for or because of, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (hereinafter called “Relevant Taxes”"RELEVANT TAXES") imposed, levied, collected, assessed, deducted or withheld by the government of any country or jurisdiction (or any authority therein or thereof) other 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 “Taxing Jurisdiction”"TAXING JURISDICTION"), unless such 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity 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 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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.this

Payments Free and Clear of Taxes. Each payment Any and all payments by the Company hereunder, under the Notes or under any Guarantor other Financing Document shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, of and without deduction for or because of, any and all present or future taxes (including any excise taxes), levies, imposts, deductions, charges, penalties, assessments, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States (including, without limitation, withholding taxes imposed by the United States) including any authority, agency or instrumentality thereof, (ii) the jurisdiction in which such Lender’s office is located or (iii) the jurisdiction in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such taxes, levies, imposts, duties, feesdeductions, charges, deductionswithholdings and liabilities not excluded by the foregoing clauses (i), withholding, restrictions (ii) or conditions of any nature whatsoever (iii) being hereinafter called referred to as “Relevant Taxes”) imposed, levied, collected, assessed, deducted ). If the Company shall be required by law to withhold or withheld by the government of deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, under the Notes are actually made (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or under any other restriction or condition is required by law. If a Guarantor is required by law to make any payment under this Guaranty subject Financing Document to such deductionLender or the Collateral Agent, withholding or other restriction or condition, then (x) such Guarantor gain payable 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) increased as may be necessary in order so that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes making all required withholdings or deductions (including any required deduction, withholding withholdings or other payment of tax on deductions applicable to additional sums payable under this Section 9.7) such Lender or with respect to such Tax Indemnity Amounts), shall be the Collateral Agent (as the case may be) receives an amount equal to the amount which such holder sum it would have received had there no such withholdings or deductions been no impositionmade, levy(y) the Company shall make such withholdings or deductions, collection, assessment, deduction, withholding and (z) the Company shall pay the full amount withheld or deducted to the relevant taxation authority 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 reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document to the extent authority in accordance with 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereoflaw.

Payments Free and Clear of Taxes. Each payment Except as set forth below, all payments required to be made by any each Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, made to the Agents and Lenders free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes. If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject Section 8.14) the Agents or Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions, and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Notwithstanding the 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 deductedrequired 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 Guarantor. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to the Administrative Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (including 10) days of receipt of written demand therefor, pay each Agent and each Lender for 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)); (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 deductionTaxes imposed by any jurisdiction on amounts payable under this Section 8.14) paid by such Agent or such Lender, withholding or other payment of tax on or as appropriate, 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 any payment by or on account of any taxobligation of a Guarantor hereunder and any penalties, assessment interest and reasonable out-of-pocket expense) arising therefrom or other governmental charge that is imposed with respect thereto, whether or withheld by reason of not such Taxes were correctly or legally asserted. Notwithstanding the failure of the Holder to completeforegoing, execute and deliver to such no Guarantor any form or document to the extent applicable to such Holder that may shall be required by law to indemnify a Lender or by reason of administration of such law and which is reasonably requested in writing an Agent with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction Taxes in respect of any 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 further amount) is equal Taxes arose with respect 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 obligation 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofBorrowers.

Payments Free and Clear of Taxes. Each 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 an Obligor hereunder (the "RELEVANT HOLDERS"), agree that in the event any Guarantor shall be madesuch payments made 77 by an Obligor under the Notes, under all circumstancesthis Agreement, without setoff, counterclaim a Guaranty Agreement or reduction for, and free from and clear of, and without deduction for or because of, any and all other Financing Document are subject to any present or future taxestax, leviesduty, impostsassessment, dutiesimpost, fees, charges, deductions, withholding, restrictions levy or conditions of any nature whatsoever other similar charge (hereinafter called “Relevant Taxes”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 of America (or any authority therein or thereunder) from or through which payments hereunder or on or in respect of the Notes are actually made (each a “Taxing Jurisdiction”"TAXING JURISDICTION"), unless such 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) the Obligors will pay over to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by such Guarantor (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)); (ii) pay each Relevant Holder such additional amounts (“Tax Indemnity Amounts”the "ADDITIONAL AMOUNTS") as may be necessary in order that the net amount of every payment made amounts paid to each Holder, after provision for payment of such Relevant Holder pursuant to the terms of this Agreement, such Notes, the 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 government of the United States (including or any required deduction, withholding authority therein or other payment of tax on or with respect to such Tax Indemnity Amountsthereunder) as described above), 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, except that no such Tax Indemnity Additional Amounts shall be payable for or on account of any tax, 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 this Agreement, any such further amount) Note, a Guaranty Agreement or any other Financing Document to a Relevant Holder which 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 liable for the account of the Holder of any Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 respect of this Note Agreement, such Notes, such Guaranty Agreement or such other Financing Document solely by reason of such Relevant Holder being resident or being deemed resident in such Taxing Jurisdiction or carrying on business or being deemed to any carry on business in such Taxing Jurisdiction or having some other claimsbusiness connection with such Taxing Jurisdiction other than, reliefsin the case of Canada, credits the mere holding of this Agreement, such Notes, such Guaranty Agreement or deductions available to it such other Financing Document or oblige any Holder the receipt of any Note to disclose any information relating to its tax affairs principal or any computations interest in respect thereof.

Payments Free and Clear of Taxes. Each payment Any and all payments by the Borrower hereunder, under the Notes or under any Guarantor other Loan Document shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, of and without deduction for or because of, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdingcharges or withholdings, restrictions and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Bank and the Administrative Agent, taxes imposed on its income, capital, profits or conditions of any nature whatsoever gains and franchise taxes imposed on it, in each case by (hereinafter called “Relevant Taxes”i) imposed, levied, collected, assessed, deducted or withheld by the government of any country or jurisdiction (or any authority therein or thereof) other 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 “Taxing Jurisdiction”except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), unless such 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) as may be necessary the Governmental Authority of the juris diction 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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 shallLender's office or, to the extent that it can do so without prejudice to the retention imposition of the amount taxes, levies, imposts, deductions, charges or withholdings results therefrom, any branch office of such refund Lender is located from which such Lender makes or credit, reimburse to maintains any extension of credit under this Agreement and (iii) the Guarantors Governmental Authorities in those jurisdictions in which such amount as such Holder shall determine to be attributable to the Relevant Taxes Person is organized 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 anddoing business, in particulareach case including all political subdivisions thereof (all such non-excluded taxes, no Holder of any Note levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). Subject to Section 3.03(e), if the Borrower shall be under required by law to withhold or deduct any obligation to claim relief Taxes from its corporate profits or similar tax liability in respect of such Relevant Tax in priority any sum payable hereunder, under the Notes or under any other Loan Document to any other claimsLender, reliefsany Issuing Bank or the Administrative Agent, credits (x) such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions available (including withholdings or deductions applicable to additional sums payable under this Section 3.03) such Lender, such Issuing Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or oblige any Holder of any Note deductions been made, (y) the Borrower shall make such withholdings or deductions, and (z) the Borrower shall pay the full amount withheld or deducted to disclose any information relating to its tax affairs the relevant taxation authority or any computations other authority in respect thereofaccordance with applicable law.

Payments Free and Clear of Taxes. Each payment All payments ----- -------------------------------- made by any Guarantor the Borrowers under this Agreement and the Notes shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, and without deduction or withholding for or because on account of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, chargesdeductions or withholdings, deductions, withholding, restrictions now or conditions of any nature whatsoever (hereinafter called “Relevant Taxes”) hereafter imposed, levied, collected, assessedwithheld or assessed by any Governmental Authority, deducted or withheld by excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the government of any country or jurisdiction (Administrative Agent or any authority therein Lender as a result of a present or thereof) other than former connection between the United States of America from Administrative Agent or through which payments hereunder or on or in respect such Lender and the jurisdiction of the Notes are actually made (each a “Taxing Jurisdiction”), unless such 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 Governmental Authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by such Guarantor (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)); (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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority thereof or therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 other than any such further amount) is equal to connection arising solely from the amount which Administrative Agent or such Holder would have Lender having executed, delivered or performed its obligations or received after all United States Taxes on such Tax Indemnity Amounts and on any further amount had such withholding a payment under, or deduction not been madeenforced, 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 (after 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 made 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 any Guarantor Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the Holder case may be, 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 appropriate taxing authority or 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 any Note after deduction for or on account such failure. The covenants in this Section shall survive the termination of any Relevant Taxes, this Agreement and increased payments are made by any Guarantor pursuant to this Paragraph, 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 payment 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 Notes and payment of the Holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofObligations hereunder.

Payments Free and Clear of Taxes. Each 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 an Obligor hereunder (the "RELEVANT HOLDERS"), agrees that in the event any Guarantor shall be madesuch payments made by an Obligor under the Notes, under all circumstances, without setoff, counterclaim this Agreement the Guaranty Agreement (Company) or reduction for, and free from and clear of, and without deduction for or because of, the Guaranty Agreement (IPG (US)) are subject to any and all present or future taxestax, leviesduty, impostsassessment, dutiesimpost, fees, charges, deductions, withholding, restrictions levy or conditions of any nature whatsoever other similar charge (hereinafter called “Relevant Taxes”a "RELEVANT TAX") imposed, 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 of America (or any authority therein or thereunder) from or through which payments hereunder or on or in respect of the Notes are actually made (each a “Taxing Jurisdiction”"TAXING JURISDICTION"), unless such 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) the Obligors will pay over to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by such Guarantor (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)); (ii) pay each Relevant Holder such additional amounts (“Tax Indemnity Amounts”the "ADDITIONAL AMOUNTS") as may be necessary in order that the net amount of every payment made amounts paid to each Holder, after provision for payment of such Relevant Holder pursuant to the terms of this Agreement, such Notes, the Guaranty Agreement (Company) or the Guaranty Agreement (IPG (US)) 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 government of the United States (including or any required deduction, withholding authority therein or other payment of tax on or with respect to such Tax Indemnity Amountsthereunder) as described above), 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, except that no such Tax Indemnity Additional Amounts shall be payable for or on account of any tax, 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 this Agreement, any such further amountNote, the Guaranty Agreement (Company) or the Guaranty Agreement (IPG (US)) to a Relevant Holder which 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 liable for the account of the Holder of any Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 respect of this Note Agreement, such Notes, the Guaranty Agreement (Company) or the Guaranty Agreement (IPG (US)) solely by reason of such recipient being resident or being deemed resident in such Taxing Jurisdiction or carrying on business or being deemed to any carry on business in such Taxing Jurisdiction or having some other claimsbusiness connection with such Taxing Jurisdiction other than, reliefsin the case of Canada, credits the mere holding of this Agreement, such Notes the Guaranty Agreement (Company) or deductions available to it the Guaranty Agreement (IPG (US)) or oblige any Holder the receipt of any Note to disclose any information relating to its tax affairs principal or any computations interest in respect thereof.

Payments Free and Clear of Taxes. Each payment All payments made by any Guarantor the Borrowers under this Agreement and the Notes shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, and without deduction or withholding for or because on account of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, chargesdeductions or withholdings, deductions, withholding, restrictions now or conditions of any nature whatsoever (hereinafter called “Relevant Taxes”) hereafter imposed, levied, collected, assessedwithheld or assessed by any Governmental Authority, deducted or withheld by excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the government of any country or jurisdiction (Administrative Agent or any authority therein Lender as a result of a present or thereof) other than former connection between the United States of America from Administrative Agent or through which payments hereunder or on or in respect such Lender and the jurisdiction of the Notes are actually made (each a “Taxing Jurisdiction”), unless such 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 Governmental Authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by such Guarantor (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)); (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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Notes). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“United States Non-Excluded Taxes”) on 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 Tax Indemnity AmountsLender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after 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 any Borrower, as promptly as possible thereafter, such Guarantor Borrower shall pay to such 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 send 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 Administrative Agent for its own account or for the account of such Lender, as the Holder case may be, 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 appropriate taxing authority or 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 any Note after deduction for or on account such failure. The covenants in this Section shall survive the termination of any Relevant Taxes, this Agreement and increased payments are made by any Guarantor pursuant to this Paragraph, 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 payment 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 Notes and payment of the Holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.Obligations hereunder. (b)

Payments Free and Clear of Taxes. Each payment The Company, for the benefit of the holders of the Notes agrees that in the event payments made by the Company, hereunder or in -26- 32 TUPPERWARE FINANCE COMPANY B.V. Note Purchase Agreement respect of the Notes to any Guarantor shall be made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction for or because of, holder are subject to any and all present or future taxestax, leviesduty, impostsassessment, dutiesimpost, feeslevy, charges, deductions, withholding, restrictions withholding or conditions of any nature whatsoever other similar charge (hereinafter called “a "Relevant Taxes”Tax") imposed, levied, collected, assessed, deducted or withheld 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 by the United States of America country in which such holder is domiciled (the "Domicile Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a “"Taxing Jurisdiction”"), unless such impositionthe Company, 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) will pay over to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by such Guarantor (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)); (ii) pay each Holder holder such additional amounts (“the "Tax Indemnity Amounts”Amount") as may be necessary in order that the net amount amounts paid to such holder pursuant to the terms of every payment made to each Holder, this Agreement or the Notes after provision for payment 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 (including any required deduction, withholding or other payment imposed by the government of tax on or with respect to such Tax Indemnity Amountsthe Domicile Country), shall be equal to the amount which such holder would have received had there been no impositionprovided that, levy, collection, assessment, deduction, withholding or other restriction or condition. Notwithstanding notwithstanding the provisions of this Section 722.3, (1) in no such event shall the Company be obligated to pay any Relevant Tax Indemnity Amounts shall be payable for or on account of with respect to any tax, assessment or other governmental charge that is imposed or withheld by reason payment to any holder not resident in the United States in excess of the failure of amount which the Holder Company would have been obligated to complete, execute pay if (i) authorization could have been obtained under any income tax treaty between the United States and deliver to such Guarantor any form or document 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 Taxing Jurisdiction in writing to be delivered by such Guarantor in order to enable such Guarantor force at the relevant time for the Company to make payments pursuant to this Section 7 such payment either without deduction or withholding for taxes, assessments or governmental charges, of Relevant Taxes or with deduction or withholding of a lesser amount in respect of Relevant Taxes had the Notes held by such lesser amountholder 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 form or document it would have been lawfully entitled to do pursuant to such authorization; and (2) no such additional amounts shall be delivered within one hundred twenty days of a written request therefor by such Guarantor. If in connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction payable in respect of any such further amount) Notes to a holder which 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 liable for the account of the Holder of any Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 Holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability Tax in respect of such Relevant Tax Notes by reason of such recipient being resident or being deemed to be resident in priority such Taxing Jurisdiction or having a permanent establishment in such Taxing Jurisdiction or carrying on business or being deemed to any carry on business in such Taxing Jurisdiction or having some other claims, reliefs, credits business connection with such Taxing Jurisdiction other than the mere holding of such Notes or deductions available to it or oblige any Holder the receipt of any Note to disclose any information relating to its tax affairs or any computations in respect thereofincome therefrom.

Payments Free and Clear of Taxes. Each payment by any the Subsidiary Guarantor under this Subsidiary Guarantee Agreement shall be 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 for or because of, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, assessments, withholding, restrictions or conditions of any nature whatsoever (hereinafter called the “Relevant Covered Taxes”) imposed, levied, collected, assessed, deducted assessed or withheld by or within the government jurisdiction of any country or jurisdiction incorporation of (or any authority therein if different, the jurisdiction in which the Subsidiary Guarantor is treated as resident for tax purposes), or thereof) other than the United States of America 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 or on or in respect free from and clear of Covered Taxes then the Subsidiary Guarantor shall forthwith pay each holder of the Notes are actually made (each a “Taxing Jurisdiction”), unless such 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (the “Tax Indemnity Amounts”) as may be necessary in order that the net amount of every payment made to each Holderholder of Notes, after provision for payment of such Relevant Covered Taxes (including and any required deduction, withholding or other payment of tax on or interest and penalties relating thereto and any United States federal income taxes payable by the holder 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; provided that, with respect to the Notes, in no event shall the Subsidiary Guarantor be obligated to make payment of any Tax Indemnity Amount to any holder not resident in 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 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 (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, 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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.of:

Payments Free and Clear of Taxes. Each payment Except as set forth below, all payments required to be made by any each Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, made to the Administrative Agent and the Lenders free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes. If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject Section 12.14) the Administrative Agent or the Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Notwithstanding the 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 deductedrequired 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 Guarantor. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to the Administrative Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (including 10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for 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)); (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 deductionTaxes imposed by any jurisdiction on amounts payable under this Section 12.14) paid by the Administrative Agent or such Lender, withholding or other payment of tax on or as appropriate, 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 any payment by or on account of any taxobligation of a Guarantor hereunder and any penalties, assessment interest and reasonable out-of-pocket expenses arising therefrom or other governmental charge that is imposed with respect thereto, whether or withheld by reason of not such Taxes were correctly or legally asserted. Notwithstanding the failure of the Holder to completeforegoing, execute and deliver to such each Guarantor any form or document to the extent applicable to such Holder that may shall not be required by law to indemnify a Lender or by reason of administration of such law and which is reasonably requested in writing an Agent with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction Taxes in respect of any 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 further amount) is equal Taxes arose with respect 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 Note after deduction for or on account of any Relevant Taxes, and increased obligation of the Borrower. Section 3.04(g) shall apply with respect to payments are made by any a Guarantor pursuant to this Paragraph, then, if such Holder determines that Section 12.14 as it has received or been granted a refund or received applies to payments by the benefit of a credit of such Relevant Taxes, such Holder shall, Borrower pursuant 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofSection 3.04.

Payments Free and Clear of Taxes. Each payment Except as set forth below, all payments required to be made by any each Guarantor hereunder shall be mademade to the Administrative Agent, under all circumstancesfor the benefit of the Agents, without setoffthe L/C Issuers and the Lenders, counterclaim or reduction for, and free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes and other Taxes (but not Excluded Taxes). If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject SECTION 12.13) the Agents, the L/C Issuers or the Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions, and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount deducted to the relevant taxing or other authority in accordance with Applicable Law. Notwithstanding the 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 Borrowers would not be deductedrequired 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 such Guarantor. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to the Administrative Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (including 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 required to be deducted or withheld from or otherwise paid by such Guarantor in respect of the 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 deductionTaxes imposed by any jurisdiction on amounts payable under this SECTION 12.13) paid by any Agent, withholding any L/C Issuer or other payment of tax on or any Lender, as appropriate, 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 any payment by or on account of any taxobligation of a Guarantor hereunder and any penalties, assessment interest and reasonable out-of-pocket expenses arising therefrom or other governmental charge that is imposed with respect thereto, whether or withheld by reason of not such Taxes were correctly or legally asserted. Notwithstanding the failure of the Holder to completeforegoing, execute and deliver to such a Guarantor any form or document to the extent applicable to such Holder that may shall not be required by law to indemnify an L/C Issuer, a Lender or by reason of administration of such law and which is reasonably requested in writing an Agent with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction Taxes in respect of any which the Borrowers would not be required to indemnify such further amount) is equal L/C Issuer, Lender or Agent pursuant to SECTION 3.04 if the amount which payment had been made by the Borrowers and 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 arose with respect to any payment is made by any Guarantor to or for the account of the Holder of any Note after deduction for or on account of any Relevant Taxesobligation 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 increased payments are made by any Guarantor which the Guarantors have paid, pursuant to this ParagraphSECTION 12.13, then, if such Holder determines that it has received or been granted a refund or received shall within thirty (30) days from the benefit of a credit date of such Relevant Taxes, receipt pay over such Holder shall, refund to the extent that it can do so without prejudice to the retention Guarantor net of the amount all out-of-pocket expenses of such refund L/C Issuer, Lender or creditAgent, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofapplicable.

Payments Free and Clear of Taxes. Each payment All payments required to be made by any the Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made to the Collateral Agent free from and clear of, and without deduction for or because ofwithholding for, any and all Guarantee — 4278941 Canada Inc. (2008) present and future Taxes (excluding, for greater certainty, taxes imposed on or future taxesmeasured 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, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (hereinafter called such taxes referred to herein as “Relevant Income Taxes”) imposed, levied, collected, assessed, deducted or withheld ). If the Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of the Notes are actually made any sum payable hereunder (each a “Taxing Jurisdiction”excluding Income Taxes), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is (a) the sum payable shall be increased as much as shall be necessary so that after making all required by law. If a Guarantor is required by law withholdings and deductions (including withholdings and deductions applicable to make any payment additional sums payable under this Guaranty subject to such deductionSection 8) the Collateral Agent, withholding or other restriction or conditionas applicable, then such Guarantor shall forthwith (i) pay over to the government or taxing authority imposing such tax the full receives an amount required to be deducted, withheld from or otherwise paid by such Guarantor (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)); (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 sum it 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 withholdings or deductions been made, (b) the Guarantor shall be payable for or on account of any taxmake such withholdings and deductions, assessment or other governmental charge that is imposed or withheld by reason of and (c) 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay the full amount withheld or deducted to such Holder such further amount as will insure that the net amount actually received by that Holder relevant taxing or other authority in accordance with applicable law. Within thirty (taking into account any withholding or deduction in respect 30) days after the date of any such further amount) is equal payment of Taxes, the Guarantor shall furnish to 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 which 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 the Collateral Agent, as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Holder would have received after all United States Taxes on such Tax Indemnity Amounts and on were correctly or legally asserted. In addition, the Guarantor agrees to pay when due any further amount had such withholding present or deduction not been made. If future Taxes that arise from any payment is made by under this Guarantee or under any Guarantor to other Loan Document or from the execution, sale, transfer, delivery or registration of, or otherwise with respect to, this Guarantee, the other Loan Documents and any other agreements and instruments contemplated hereby or thereby (except for the account of the Holder Income Taxes). The Collateral Agent agrees that, as promptly as reasonably practicable after it becomes aware of any Note after deduction for or on account of any Relevant Taxescircumstances referred to above which would result in additional payments under this Section 8, and increased payments are made by any it shall notify the Guarantor pursuant to this Paragraph, 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 thereof in whatever manner it thinks fit and, in particular, no 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofwriting.

Payments Free and Clear of Taxes. Each payment Any and all payments by the Borrowers hereunder or under any Guarantor Note or other document evidencing any Obligations shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, of and without deduction reduction for or because of, any and all present or future taxes, levies, imposts, duties, feesdeductions, charges, withholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, deliver or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto excluding, in the case of each Lender and the Administrative Agent, taxes imposed on or measured by net income or overall gross receipts and capital and franchise taxes imposed on it by (i) the United States, except withholding taxes contemplated pursuant to Section 3.03(d)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's Lending Office is located or any political subdivision thereof or (iii) the Governmental Authority in which such Person is organized, managed and controlled or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, withholdingcharges and withholdings being hereinafter referred to as "Taxes"). Subject to the limitations in Section 3.03(e), restrictions if the Borrowers shall be required by law to withhold or conditions of deduct 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 than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder or under any such Note or document to any Lender or the Notes are actually made Administrative Agent, (each a “Taxing Jurisdiction”), unless such 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 x) the sum payable to such deduction, withholding Lender or other restriction or condition, then such Guarantor the Administrative Agent 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) increased as may be necessary in order so that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes making all required withholding or deductions (including any required deduction, withholding or other payment of tax on deductions applicable to additional sums payable under this Section 3.03) such Lender or with respect to such Tax Indemnity Amounts)the Administrative Agent, shall be as applicable, receives an amount equal to the amount which such holder sum it would have received had there been no imposition, levy, collection, assessment, deduction, such withholding or deductions been made, (y) the Borrowers shall make such withholding or deductions and (z) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other restriction or conditionauthority in accordance with applicable law. Notwithstanding the provisions of this Section 7, no such Tax Indemnity Amounts If any Taxes shall be payable for or on account applicable after the date hereof, to such payments by Borrowers made to the Applicable Lending Office of any taxLender, assessment or other governmental charge that is imposed or withheld by reason of the failure of the Holder such Lender shall use its best efforts to completemake, execute fund and deliver maintain its Loans, and to such Guarantor any form or document to the extent applicable to such Holder that may be required by law or by reason of administration of such law make, fund 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, assessments or governmental charges, or 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 maintain its obligations in connection with the payment Letters of any such Tax Indemnity AmountsCredit, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay through another Applicable Lending Office to such Holder such further amount Lender in another jurisdiction so as will insure that to reduce 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, thenBorrowers' liability hereunder, if such Holder determines that it has received the making, funding or been granted a refund or received the benefit of a credit maintenance of such Relevant Taxes, Loans or obligations in connection with the Letters of Credit through such Holder shall, to the extent that it can do so without prejudice to the retention of the amount other Applicable Lending Office 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 andLender does not, in particular, no Holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect the reasonable judgment of such Relevant Tax in priority to any other claimsLender, reliefsotherwise materially adversely affect such Loans, credits obligations under the Letters of Credit or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofsuch Lender.

Payments Free and Clear of Taxes. Each payment Any and all payments by or on behalf of -------------------------------- any Guarantor shall be made, under all circumstancesin accordance with this Section 6, without setoff, counterclaim or reduction for, and free from and clear of, --------- of and without deduction for or because of, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of . If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America taxes from or through which payments hereunder or on or in respect of any sum payable hereunder to Bank, (a) the Notes are actually made sum payable shall be increased as may be necessary so that after making all required deductions (each a “Taxing Jurisdiction”including deductions applicable to additional sums payable under this Section 6), unless Bank receives an --------- amount equal to the sum it would have received had no such impositiondeductions been made, 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 (b) such Guarantor shall forthwith make such deductions and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount required deducted to be deductedthe relevant taxing or other authority in accordance with applicable law. Upon request by Bank, withheld from or otherwise each Guarantor shall furnish to Bank a receipt for any taxes paid by such Guarantor (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)); (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 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 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 6 or withholding --------- other document evidencing payment thereof or, if no 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 Bank, in either case stating that such payment is exempt from or not subject to taxes. If taxes are paid by Bank as a result of payments under this Guaranty, then each Guarantor will, upon demand of Bank, and whether or not such taxes shall be correctly or legally asserted, indemnify Bank for taxessuch payments in accordance with the terms of the Loan Agreement, assessments or governmental chargestogether with any interest, or with deduction or withholding penalties, and expenses in connection therewith plus interest thereon at the rate specified in the Loan Documents that is then applicable to the Loan Agreement (calculated as if such payments constituted overdue amounts of principal as of the date of the making 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofpayments).

Payments Free and Clear of Taxes. Each payment All payments to be made by any Guarantor either of the Guarantors hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, and without deduction for or because on account of, any and all present or future taxes, value-added taxes, levies, imposts, duties, fees, chargesassessments or other charges of whatever nature now or hereafter imposed (in all cases excluding income taxes) and all interest, deductionspenalties or similar liabilities with respect thereto (collectively, withholding"Additional Costs"); provided, restrictions or conditions however, that anything herein contained to the contrary notwithstanding, neither Guarantor shall be required to pay withholding taxes in excess of any nature whatsoever the amount of withholding taxes that would be payable by a financial institution that is both (hereinafter called “Relevant Taxes”i) imposed, levied, collected, assessed, deducted or withheld by a resident of a country with which Mexico has entered into a treaty for the government avoidance of any double taxation which is in effect in such country or jurisdiction 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 authority therein or thereof) other than the United States of America from or through which payments hereunder or on or in respect of the Notes successor provision). Such withholding tax rate is currently 4.9%. If any Additional Costs are actually made (each a “Taxing Jurisdiction”), unless such 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 such Guarantor (including the full amount required Law to be deducted or withheld from from, or otherwise paid by such Guarantor in respect of, any sum payable hereunder, each of the Tax Indemnity Amounts (as defined below)); (ii) pay each Holder Guarantors agrees to pay, subject to the proviso in the immediately foregoing sentence, the full amount of such Additional Costs and such other additional amounts (“Tax Indemnity Amounts”) as may be necessary in order so that the net amount of every payment made to each Holderof all amounts due hereunder, 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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant TaxesAdditional Costs, will not be less than the amount provided for herein. Subject to the proviso in the first sentence of this Section 6.12, each of the Guarantors 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 such 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, each of the Guarantors, as the case may be, will indemnify and hold harmless the Administrative Agent or any Tranche B Lender, as the case may be, and increased payments are made by reimburse the Administrative Agent or any Guarantor pursuant to this ParagraphTranche B Lender, thenas the case may be, if such Holder determines that it has received or been granted a refund or received the benefit of a credit of such Relevant Taxespromptly upon its written request, such Holder shall, to the extent that it can do so without prejudice to the retention of for the amount of such refund any Additional Costs or credit, reimburse to other taxes described above which are levied or imposed on and paid by 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs Administrative Agent or any computations in respect thereofTranche B Lender, as the case may be.

Payments Free and Clear of Taxes. Each payment All payments ----- -------------------------------- made by any Guarantor the Borrower under this Agreement and the Notes shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, and without deduction or withholding for or because on account of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, chargesdeductions or withholdings, deductions, withholding, restrictions now or conditions of any nature whatsoever (hereinafter called “Relevant Taxes”) hereafter imposed, levied, collected, assessedwithheld or assessed by any Governmental Authority, deducted or withheld by excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the government of any country or jurisdiction (Administrative Agent or any authority therein Lender as a result of a present or thereof) other than former connection between the United States of America from Administrative Agent or through which payments hereunder or on or in respect such Lender and the jurisdiction of the Notes are actually made (each a “Taxing Jurisdiction”), unless such 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 Governmental Authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by such Guarantor (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)); (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 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority thereof or therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 other than any such further amount) is equal to connection arising solely from the amount which Administrative Agent or such Holder would have Lender having executed, delivered or performed its obligations or received after all United States Taxes on such Tax Indemnity Amounts and on any further amount had such withholding a payment under, or deduction not been madeenforced, 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 (after 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 Borrower shall not be required to -------- increase any such amounts payable to any Lender that is made 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 any Guarantor the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the Holder case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the 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 any Note after deduction for or on account such failure. The covenants in this Section shall survive the termination of any Relevant Taxes, this Agreement and increased payments are made by any Guarantor pursuant to this Paragraph, 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 payment 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 Notes and payment of the Holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofObligations hereunder.

Payments Free and Clear of Taxes. Each payment Any and all payments by the Borrowers hereunder, under the Notes or under any Guarantor other Loan Document shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, of and without deduction or withholding for or because of, any and all present or future taxes, levies, imposts, duties, fees, chargesdeductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on its net income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States, (ii) the Governmental Authority of the jurisdiction in which the Administrative Agent’s office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, withholdingcharges, restrictions or conditions of any nature whatsoever (withholdings and liabilities, being hereinafter called referred to as “Relevant Taxes”) imposed, levied, collected, assessed, deducted ). If the Borrowers shall be required by law to withhold or withheld by the government of deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, under the Notes are actually made or under any other Loan Document to any Lender, (each a “Taxing Jurisdiction”), unless t) such 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 sum payable 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) increased as may be necessary in order so that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes making all required withholdings or deductions (including any required deduction, withholding withholdings or other payment of tax on or with respect deductions applicable to additional sums payable under this Section 3.02) such Tax Indemnity Amounts), shall be Lender receives an amount equal to the amount which such holder sum it would have received had there no such withholdings or deductions been no impositionmade, levy(u) the Borrowers shall make such withholdings or deductions, collection, assessment, deduction, withholding and (v) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority 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 reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document to the extent authority in accordance with 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereoflaw.

Payments Free and Clear of Taxes. Each payment Except as set forth below, all payments required to be made by any each Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, made to the Administrative Agent and the Lenders free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes and other Taxes (but not Excluded Taxes). If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject SECTION 12.13) the Administrative Agent or the Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions, and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount deducted to the relevant taxing or other authority in accordance with Applicable Law. Notwithstanding the 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 deductedrequired 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 Guarantor. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to the Administrative Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (including 10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for 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)); (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 deductionTaxes imposed by any jurisdiction on amounts payable under this SECTION 12.13) paid by the Administrative Agent or such Lender, withholding or other payment of tax on or as appropriate, 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 any payment by or on account of any taxobligation of a Guarantor hereunder and any penalties, assessment interest and reasonable out-of-pocket expenses arising therefrom or other governmental charge that is imposed with respect thereto, whether or withheld by reason of not such Taxes were correctly or legally asserted. Notwithstanding the failure of the Holder to completeforegoing, execute and deliver to such a Guarantor any form or document to the extent applicable to such Holder that may shall not be required by law to indemnify a Lender or by reason of administration of such law and which is reasonably requested in writing an Agent with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction Taxes in respect of any 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 further amount) is equal Taxes arose with respect 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 Note after deduction for or on account of any Relevant Taxesobligation 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 increased payments are made by any Guarantor which the Guarantors have paid, pursuant to this ParagraphSECTION 12.13, then, if such Holder determines that it has received or been granted a refund or received shall within thirty (30) days from the benefit of a credit date of such Relevant Taxes, receipt pay over such Holder shall, refund to the extent that it can do so without prejudice to the retention Guarantor net of the amount all out-of-pocket expenses of such refund Lender 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofAgent.

Payments Free and Clear of Taxes. Each payment Any and all payments by the Borrower hereunder, under the Notes or under any Guarantor other Loan Document shall be made, under all circumstances, without setoff, counterclaim or reduction for, and made free from and clear of, of and without deduction or withholding for or because of, any and all present or future taxes, levies, imposts, duties, fees, chargesdeductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent (i) taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (A) the United States except withholding taxes contemplated pursuant to Section 3.04(e)(ii)(C), (B) the Governmental Authority of the jurisdiction in which such Lender’s office is located or (C) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof, and (ii) taxes (including income taxes and branch profits taxes) imposed on or measured by the Administrative Agent’s or each Lender’s overall net income and franchise taxes imposed 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 thereof or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, the Notes or any other Loan Document) (all such non-excluded taxes, levies, imposts, deductions, withholdingcharges, restrictions or conditions of any nature whatsoever (withholdings and liabilities being hereinafter called referred to as “Relevant Taxes”) imposed, levied, collected, assessed, deducted ). If the Borrower shall be required by law to withhold or withheld by the government of deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, under the Notes are actually made or under any other Loan Document to any Lender or the Administrative Agent, (each a “Taxing Jurisdiction”), unless x) such 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 sum payable 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 such Guarantor (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)); (ii) pay each Holder such additional amounts (“Tax Indemnity Amounts”) increased as may be necessary in order so that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes making all required withholdings or deductions (including any required deduction, withholding withholdings or other payment of tax on deductions applicable to additional sums payable under this Section 3.04) such Lender or with respect to such Tax Indemnity Amounts), shall be the Administrative Agent (as the case may be) receives an amount equal to the amount which such holder sum it would have received had there no such withholdings or deductions been no impositionmade, levy(y) the Borrower shall make such withholdings or deductions, collection, assessment, deduction, withholding and (z) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority 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 reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document to the extent authority in accordance with 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereoflaw.

Payments Free and Clear of Taxes. Each payment Except as set forth below, all payments required to be made by any each Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, made to the Administrative Agent and the Lenders free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes and other Taxes (but not Excluded Taxes). If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject SECTION 12.13) the Administrative Agent or the Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions, and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount deducted to the relevant taxing or other authority in accordance with Applicable Law. Notwithstanding the 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 deductedrequired 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 Guarantor. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to the Administrative Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (including 10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for 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)); (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 deductionTaxes imposed by any jurisdiction on amounts payable under this SECTION 12.13) paid by the Administrative Agent or such Lender, withholding or other payment of tax on or as appropriate, 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 any payment by or on account of any taxobligation of a Guarantor hereunder and any penalties, assessment interest and reasonable out-of-pocket expenses arising therefrom or other governmental charge that is imposed with respect thereto, whether or withheld by reason of not such Taxes were correctly or legally asserted. Notwithstanding the failure of the Holder to completeforegoing, execute and deliver to such a Guarantor any form or document to the extent applicable to such Holder that may shall not be required by law to indemnify a Lender or by reason of administration of such law and which is reasonably requested in writing an Agent with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction Taxes in respect of any 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 further amount) is equal Taxes arose with respect 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 Note after deduction for or on account of any Relevant Taxesobligation 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 increased payments are made by any Guarantor which the Guarantors have paid, pursuant to this ParagraphSECTION 12.13, then, if such Holder determines that it has received or been granted a refund or received shall within thirty (30) days from the benefit of a credit date of such Relevant Taxes, receipt pay over such Holder shall, refund to the extent that it can do so without prejudice to the retention Guarantor net of the amount all out-of-pocket expenses of such refund Lender 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofAgent.

Payments Free and Clear of Taxes. Each payment Except as set forth below, all payments required to be made by any each Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, made to the Agents and Lenders free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes. If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject SECTION 8.14) the Agents or Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions, and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Notwithstanding the 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 deductedrequired 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 Guarantor. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to the Administrative Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (including 10) days of receipt of written demand therefor, pay each Agent and each Lender for 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)); (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 deductionTaxes imposed by any jurisdiction on amounts payable under this SECTION 8.14) paid by such Agent or such Lender, withholding or other payment of tax on or as appropriate, 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 any payment by or on account of any taxobligation of a Guarantor hereunder and any penalties, assessment interest and reasonable out-of-pocket expense) arising therefrom or other governmental charge that is imposed with respect thereto, whether or withheld by reason of not such Taxes were correctly or legally asserted. Notwithstanding the failure of the Holder to completeforegoing, execute and deliver to such no Guarantor any form or document to the extent applicable to such Holder that may shall be required by law to indemnify a Lender or by reason of administration of such law and which is reasonably requested in writing an Agent with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction Taxes in respect of any 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 further amount) is equal Taxes arose with respect 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 obligation 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofBorrowers.

Payments Free and Clear of Taxes. Each payment by [In the event any Guarantor is organized under the laws of any jurisdiction other than any state of the United States or the District of Columbia, the following Section 7 shall be made, added to the Guaranty] [All payments whatsoever under all circumstances, without setoff, counterclaim or reduction for, and this Guaranty will be made by such Guarantor in lawful currency of the United States of America (“U.S. Dollars") free from and clear of, and without liability or withholding or deduction for or because on account of, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions Taxes of whatever nature imposed or conditions levied by or on behalf 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 than the United States (or any political subdivision or taxing authority of America from or through which payments hereunder or on or in respect of the Notes are actually made such jurisdiction) (each hereinafter a “Taxing Jurisdiction”"), unless such imposition, levy, collection, assessment, deduction, the withholding or other restriction or condition deduction of such Tax is required 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 is required by law to make any payment under this Guaranty subject to such deductionGuaranty, withholding or other restriction or condition, then such Guarantor shall forthwith (i) will pay over to the government or taxing authority imposing such tax relevant Taxing Jurisdiction the full amount required to be deductedwithheld, withheld from deducted or otherwise paid by such Guarantor (including the full amount required before penalties attach thereto or interest accrues thereon and pay to be deducted or withheld from or otherwise paid by such Guarantor in respect of the 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 amounts paid to such Holder pursuant to the terms of every payment made to each Holder, this Guaranty after provision for payment of such Relevant Taxes (including any required deduction, withholding or other payment (including without limitation any required deduction or withholding of tax Tax on or with respect to such Tax Indemnity Amountsadditional amount), shall be equal not less than the amounts then due and payable to such Holder under 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 terms of this Section 7Guaranty before the assessment of such Tax, provided that no such Tax Indemnity Amounts payment of any additional amounts shall be payable required to be made for or on account of any tax, 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 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such 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 Note after deduction for or on account of any Relevant Taxes, and increased payments are made by any Guarantor pursuant to this Paragraph, 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.of:

Payments Free and Clear of Taxes. Each payment Except as set forth below, all payments required to be made by any each Guarantor hereunder shall be made, under all circumstances, without setoff, counterclaim or reduction for, made to the Administrative Agent and the Lenders free from and clear of, and without deduction for or because offor, any and all present or and future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of Taxes. If any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld Guarantor shall be required by the government of law to deduct any country or jurisdiction (or any authority therein or thereof) other than the United States of America Taxes from or through which payments hereunder or on or in respect of any sum payable hereunder, (a) the Notes are actually made sum payable shall be increased as much as shall be necessary so that after making all required deductions (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law including deductions applicable to make any payment additional sums payable under this Guaranty subject Section 12.14) the Administrative Agent or the Lenders, as applicable, receive an amount equal to the sum they would have received had no such deductiondeductions been made, withholding or other restriction or condition, then (b) such Guarantor shall forthwith make such deductions and (ic) such Guarantor shall pay over to the government or taxing authority imposing such tax the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Notwithstanding the 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 deductedrequired 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 Guarantor. Within thirty (30) days after the date of any payment of Taxes, withheld from each applicable Guarantor shall furnish to the Administrative Agent the original or otherwise paid by such a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (including 10) days of receipt of written demand therefor, pay the Administrative Agent and each Lender for 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)); (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 deductionTaxes imposed by any jurisdiction on amounts payable under this Section 12.14) paid by the Administrative Agent or such Lender, withholding or other payment of tax on or as appropriate, 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 any payment by or on account of any taxobligation of a Guarantor hereunder and any penalties, assessment interest and reasonable out-of-pocket expenses arising therefrom or other governmental charge that is imposed with respect thereto, whether or withheld by reason of not such Taxes were correctly or legally asserted. Notwithstanding the failure of the Holder to completeforegoing, execute and deliver to such each Guarantor any form or document to the extent applicable to such Holder that may shall not be required by law to indemnify a Lender or by reason of administration of such law and which is reasonably requested in writing Administrative Agent with respect 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, assessments or governmental charges, or 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 connection with the payment of any such Tax Indemnity Amounts, any Holder that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein (“United States Taxes”) on such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction Taxes in respect of any 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 further amount) is equal Taxes arose with respect 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 Note after deduction for or on account of any Relevant Taxes, and increased obligation of the Borrower. Section 3.04(g) shall apply with respect to payments are made by any a Guarantor pursuant to this Paragraph, then, if such Holder determines that Section 12.14 as it has received or been granted a refund or received applies to payments by the benefit of a credit of such Relevant Taxes, such Holder shall, Borrower pursuant 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofSection 3.04.

Payments Free and Clear of Taxes. Each payment by any Guarantor shall be madeIn the 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 all circumstancesthis Agreement or the Notes, without setoff, set-off or counterclaim or reduction for, and free from and clear of, and without deduction or withholding for or because on account of, any all income, stamp, documentary and other taxes and duties, and all present other levies, imposts, charges, fees, deductions and withholdings thereafter imposed, levied, collected, withheld or future assessed by any Governmental Authority (all such taxes, duties, levies, imposts, duties, charges, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (deductions and withholdings being hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld by the government except (a) net income taxes and franchise taxes in lieu of net income taxes imposed on any holder of any country Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located and (or b) any authority therein or thereof) other than Taxes imposed on any holder of any Note not resident in the United States of America from or through which payments hereunder or on or in respect of the Notes are actually made (each a “Taxing Jurisdiction”), unless such 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 such Guarantor (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)); (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 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 may be required by law or by reason of administration the amount 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, assessments or governmental charges, or 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 connection with Taxes exceeds the payment amount of any Taxes that would have been imposed had such Tax Indemnity Amounts, any Holder that is holder been a United States person within the meaning resident of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United 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”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to a holder of any Notes, the amounts so payable to such holder shall be increased to the extent necessary to yield such holder (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes. Whenever any political subdivision or Non-Excluded Taxes are payable 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 Non-Excluded Taxes when due to the appropriate taxing authority therein or fail to remit to each holder of the Notes the required receipts or other required documentary evidence, the Company shall indemnify each holder of the Notes for any Non-Excluded Taxes (“United States Taxes”including interest or penalties) on that may become payable by such Tax Indemnity Amounts, such Guarantor shall pay to such Holder such further amount holder as will insure that the net amount actually received by that Holder (taking into account any withholding or deduction in respect a result 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 madefailure. If any payment is made by any Guarantor to or for the account The obligations of the Holder of any Note after deduction for or on account of any Relevant Taxes, Company under this Section 22.9 shall survive the payment and increased payments are made by any Guarantor pursuant to this Paragraph, 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 performance of the amount Notes and the termination 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 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 other claims, reliefs, credits or deductions available to it or oblige any Holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereofthis Agreement.