Common use of Withholding Taxes Clause in Contracts

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made Any and all amounts paid or credited by Borrower hereunder the Company to the holders on or under any note will be made without setoffin respect of the Warrants or the Common Shares acquired by the holders on exercise of the Warrants (“Distributions”), counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will shall be made free and clear of, of and without deduction for any income or withholding fortax payable by the holders under the Income Tax Act (Canada) (the “Tax Act”) in respect of such Distributions (the “Indemnified Taxes”); provided that if the Company shall be required to deduct or withhold any Indemnified Taxes from such Distributions, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein then (i) measured by or based on the net income or net profits of Lender, or Company shall pay to the holders such additional amounts as are necessary so that after making all required deductions (including deductions applicable to additional sums payable under this section) the holders receive an amount equal to the sum they would have received had no such deductions been made; (ii) to the extent that Company shall make such tax results from a change in deductions or withholdings; and (iii) the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to Company shall pay the full amount deducted or withheld to the applicable taxation authority in accordance with applicable law. The Company shall indemnify the holders, within ten (10) days after receipt of written demand by the holders, for the full amount of (i) any Indemnified Taxes paid by the holders in respect of any Distributions; (ii) any income or withholding taxes imposed or asserted on or attributable to amounts payable under this section pursuant to the Tax Act (the “Other Taxes”); and (iii) any penalties, interest and reasonable expenses arising from or with respect to any Indemnified Taxes or Other Taxes. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Company to a taxation authority, the Company shall deliver to the holders the original or a certified copy of a receipt issued by the taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant reasonably satisfactory to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerholders.

Withholding Taxes. All payments made by Borrower Trinity hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will shall be made free and clear of, and without deduction or withholding forfor or on account of, any present Taxes, unless such deduction or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed withholding is required by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")Law. If Trinity shall be required by Law to make any Taxes are so levied such deduction or imposedwithholding, Borrower agrees to then Trinity shall make such deduction or withholding and pay the full amount of such Taxes, and such additional amounts as may be necessary so in order that every payment of all amounts due under this Agreement the net amount received by the applicable Guaranty Party, after reduction by such deduction or under any note, withholding (including any amount paid such Taxes as a result of additional Taxes payable with respect to the receipt or accrual of amounts payable pursuant to this Section 16.5 sentence), shall be equal to the full amount that such Guaranty Party would have received, after deduction or withholding of Taxes, had Lessee discharged its obligations (including its tax gross-up obligations). Any amounts deducted or deduction withheld by Trinity for or on account of any TaxesTaxes shall be paid over to the government or taxing authority imposing such Taxes in accordance with applicable Law, will not be less than and Trinity shall provide the amount provided for herein; provided, however, that Borrower shall not be required applicable Guaranty Party as soon as practicable with such tax receipts or other official documentation with respect to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of such Taxes as may be available. Each Guaranty Party shall honor all reasonable requests from Trinity to file, or to provide Trinity with, such forms, statements, certificates or other documentation as shall enable such Guaranty Party or Trinity to claim a reduced rate of tax or exemption from tax with respect to any Taxes is due required to be borne by Trinity pursuant to applicable law certified copies of tax receipts evidencing this Section 11.7; provided that such payment by Borrower.Guaranty Party is legally entitled to complete, execute and file or provide such documentation and in such Guaranty Party's judgment such completion, execution or filing or provision would not have a material adverse effect on such Guaranty Party. * * * 91

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower Borrowers will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBorrowers.

Withholding Taxes. All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, Borrower shall comply with the penultimate sentence of this Section 16.5, "Taxes" shall mean, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")thereto. If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligencenegligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. (a) All payments made by the Borrower hereunder or of amounts payable under any note will Postpetition Financing Document shall be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and payable without deduction for or withholding for, on account of any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now levied or hereafter imposed by any jurisdiction (other than the United States) governmental authority through withholding or by any political subdivision or taxing authority thereof or therein (other than of the United States) deduction with respect to any such payments (but excluding, excluding (i) any tax imposed on or measured by the net income or profit of a Postpetitition Lender (which such term shall include for purposes of Section 2.17 and 2.18 a participant) and (ii) any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction or by any political subdivision or taxing authority thereof or therein (iin which the Borrower is located) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments duties or other charges being referred charges, giving effect to collectively as "the taxes excluded pursuant to the foregoing parenthetical herein the “Non-Excluded Taxes"”). If any Non-Excluded Taxes are so levied or imposed, the Borrower agrees to pay the full amount of shall make additional payments in such Taxes, and such additional amounts as may be necessary so that every net payment of all amounts due under this Agreement or payable by them under any notePostpetition Financing Document, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Non-Excluded Taxes, will not be less than equal to the amount provided for hereinherein or therein; providedprovided that the Borrower may withhold to the extent required by law and shall have no obligation to pay such additional amounts to any Postpetition Lender to the extent that such Non-Excluded Taxes are (i) levied or imposed by reason of the failure or inability of such Postpetition Lender to comply with the provisions of Section 2.18, however(ii) United States withholding taxes, except to the extent resulting from a change in law occurring after such Postpetition Lender becomes a party to the Postpetition Financing Documents or designates a new lending office for receipt of amounts hereunder, except to the extent its predecessor or prior lending office was entitled, at the time of such assignment or designation, to such additional amounts under this Section 2.17, (iii) backup withholding taxes under Section 3406 of the Code or (iv) taxes (including penalties or interest) that are attributable to a Postpetition Lender’s gross negligence or willful misconduct. The Borrower shall not be required furnish promptly to increase the Postpetition Lender for distribution to each participant, as the case may be, official receipts evidencing any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct withholding or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerreduction.

Withholding Taxes. All payments made Subject to this Section 11.1, each payment by the Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after the other Credit Documents shall be made without withholding or deduction for or on account of any Taxespresent or future taxes (other than overall net income taxes on the recipient). If any such withholding is so required, will not be less than the Borrower shall make the withholding, pay the amount provided for herein; providedwithheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by the Lender free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which the Lender would have received had such withholding not been made. If the Lender pays any amount in respect of any such taxes, however, that penalties or interest the Borrower shall not be required to increase reimburse the Lender for that payment on demand. If the Borrower pays any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct taxes, penalties or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender on or before the thirtieth day after payment. If the Lender determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower and evidenced by such payment by Borrowera tax receipt, Lender shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as Lender determines is attributable to such deduction or withholding and which will leave Lender (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of the Lender to arrange its tax affairs in whatever manner it thinks fit nor oblige the Lender to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Withholding Taxes. All payments made by any Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, each Borrower shall comply with the penultimate sentence of this Section 15.5. "Taxes" shall mean, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, excluding any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")thereto. If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.5 15.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligencenegligence (as finally determined by a court of competent jurisdiction). Each Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by any Borrower.

Withholding Taxes. All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, Borrower shall comply with the penultimate sentence of this Section 16.5, “Taxes” shall mean, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")thereto. If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's ’s own willful misconduct or gross negligencenegligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's ’s own willful misconduct or gross negligence. Borrower Borrowers will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBorrowers.

Withholding Taxes. (a) All payments made by Borrower hereunder Seller to Buyer or any other Indemnified Person under any note will be made without setoff, counterclaim, or other defense, except as required the Repurchase Documents and by applicable law other than for Taxes (as defined below). All such payments will Underlying Obligors with respect to the Purchased Assets shall be made free and clear of, of and without deduction or withholding for, for or on account of any present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges of whatever nature now or hereafter and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any jurisdiction (Governmental Authority therewith or thereon, excluding income taxes, branch profits taxes, franchise taxes or any other than tax imposed on net income by the United States) , a state or by a foreign jurisdiction under the laws of which Buyer or such other Indemnified Person is organized or of its applicable lending office, or a state or foreign jurisdiction with respect to which Buyer or such other Indemnified Person has a present or former connection, or any political subdivision or taxing authority thereof or therein (other collectively, “Taxes”), all of which shall be paid by Seller for its own account not later than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")date when due. If any Taxes taxes are so levied required to be deducted or imposedwithheld from any amounts payable to Buyer and/or any other Indemnified Person, Borrower agrees to then Seller shall (a) make such deduction or withholding, (b) pay the full amount of such Taxes, so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (c) pay to Buyer or other Indemnified Person such additional amounts (the “Additional Amount”) as may be necessary so that every net payment of all amounts due made under this Agreement after deduction or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will Taxes (including any Taxes on such increase and any penalties) is not be less than the amount provided for herein; providedthat would have been paid absent such deduction or withholding. The foregoing obligation to pay Additional Amounts, however, that Borrower shall will not be apply with respect to (i) net income or franchise taxes imposed on Buyer and/or any other Indemnified Person, with respect to payments required to increase be made by Seller under the Repurchase Documents, by a taxing jurisdiction in which Buyer and/or any other Indemnified Person is organized, conducts business or is paying taxes (as the case may be). Promptly after Seller pays any taxes referred to in this Section 12.06, Seller will send Buyer appropriate evidence of such amounts payable to Lender payment, or (ii) any U.S. federal withholding tax imposed on “withholdable payments” made after December 31, 2012 on a draw under the facility made after March 18, 2012, if the increase Buyer is a “foreign financial institution” that fails to comply with the requirements of Section 1471(b) of the Code or a “non-financial foreign entity” that fails to comply with Section 1472(b) of the Code, each as in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after effect on the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerhereof, or Treasury regulations or administrative guidance promulgated thereunder.

Withholding Taxes. (a) All payments made by Borrower hereunder Seller to Buyer or any other Indemnified Person under any note will be made without setoff, counterclaim, or other defense, except as required the Repurchase Documents and by applicable law other than for Taxes (as defined below). All such payments will Underlying Obligors with respect to the Purchased Assets shall be made free and clear of, of and without deduction or withholding for, for or on account of any present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges of whatever nature now or hereafter and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any jurisdiction (Governmental Authority therewith or thereon, excluding income taxes, branch profits taxes, franchise taxes or any other than tax imposed on net income by the United States) , a state or by a foreign jurisdiction under the laws of which Buyer or such other Indemnified Person is organized or of its applicable lending office, or a state or foreign jurisdiction with respect to which Buyer or such other Indemnified Person has a present or former connection, or any political subdivision or taxing authority thereof or therein (other collectively, “Taxes”), all of which shall be paid by Seller for its own account not later than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")date when due. If any Taxes taxes are so levied required to be deducted or imposedwithheld from any amounts payable to Buyer and/or any other Indemnified Person, Borrower agrees to then Seller shall (a) make such deduction or withholding, (b) pay the full amount of such Taxes, so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (c) pay to Buyer or other Indemnified Person such additional amounts (the “Additional Amount”) as may be necessary so that every net payment of all amounts due made under this Agreement after deduction or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will Taxes (including any Taxes on such increase and any penalties) is not be less than the amount provided for herein; providedthat would have been paid absent such deduction or withholding. The foregoing obligation to pay Additional Amounts, however, that Borrower shall will not be apply with respect to (i) net income or franchise taxes imposed on Buyer and/or any other Indemnified Person, with respect to payments required to increase be made by Seller under the Repurchase Documents, by a taxing jurisdiction in which Buyer and/or any other Indemnified Person is organized, conducts business or is paying taxes (as the case may be). Promptly after Seller pays any taxes referred to in this Section 12.06, Seller will send Buyer appropriate evidence of such amounts payable payment, or (ii) any U.S. federal withholding tax imposed on “withholdable payments” made after December 31, 2012 on any advances of Purchase Price made after March 18, 2012, if Buyer is a “foreign financial institution” that fails to Lender if comply with the increase requirements of section 1471(b) of the Code or a “non-financial foreign entity” that fails to comply with section 1472(b) of the Code, each as in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after effect on the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerhereof, or Treasury regulations or administrative guidance promulgated thereunder.

Withholding Taxes. All Any and all payments made by Borrower or on behalf of Aladdin Gaming hereunder or under any note will be made without setoffother Operative Document, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will shall be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, duties, fees, assessments or Taxes (other charges of whatever nature now or hereafter than Taxes imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof which are imposed on or therein (other than of measured by the United States) with respect to such payments (but excludingnet income of, or which constitute franchise taxes imposed on, GE Capital, any tax imposed entity to which GE Capital assigns an interest under this Agreement or any Participant). If Aladdin Gaming shall be required by law to deduct any jurisdiction Taxes from or by in respect of any political subdivision sum payable hereunder or taxing authority thereof or therein under any other Operative Document to GE Capital, (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts sum payable shall be increased as may be necessary so that every payment of after making all amounts due required deductions (including deductions applicable to additional sums payable under this Section) GE Capital receives an amount equal to the sum it would have received had no such deductions been made, (ii) Aladdin Gaming shall make such deductions, and (iii) Aladdin Gaming shall pay the full amount deducted to the relevant taxing or other authority in accordance with Applicable Law. Aladdin Gaming and GE Capital acknowledge and agree that Aladdin Gaming shall have no obligation under this Agreement to withhold and pay any sums to any taxing authority if GE Capital informs Aladdin Gaming that GE Capital believes that there is a basis to challenge the withholding/payment requirements that more likely than not would render invalid the withholding/payment requirement. Aladdin Gaming shall have the right to contest in good faith the imposition of any such withholding/payment requirement. GE Capital (including any party to whom GE Capital assigns a portion of its interest under this Agreement), or any Participant organized under the laws of a jurisdiction other than the United States or a State thereof (for purposes of this Section 4, a "Non-US Lender") shall, prior to the date that any payment is made by Aladdin Gaming pursuant to the terms of this Agreement or any other Operative Document (or in the case of any other Person that becomes a party to this Agreement pursuant to Section 13 hereof, before it becomes a party hereto), execute and deliver to Aladdin Gaming one or more (as Aladdin Gaming reasonably requests) (i) United States Internal Revenue Service Form 4224 or Form 1001 or such other forms or documents (or successor forms or documents), appropriately completed, certifying in each case that such Non-US Lender is entitled to receive payments hereunder and under any noteother Operative Documents without deduction or withholding of any United States Federal income taxes, and (ii) applicable Internal Revenue Service Form W-8 or Form W-9 or successor applicable forms (if required by law), as the case may be, to establish an exemption from United States backup withholding tax. GE Capital (including any amount paid party to whom GE Capital assigns a portion of its interest under this Agreement), or any Participant which is organized under the laws of the United States or a State thereof (for purposes of this Section 4, "US-Lenders") shall, prior to the date any payment is made by Aladdin Gaming pursuant to the terms of this Section 16.5 after withholding Agreement or deduction for other Operative Document (or on account in the case of any Taxesother Person that becomes a party to this Agreement pursuant to Section 13 hereof, will not before it becomes a party hereto), execute and deliver to Aladdin Gaming one or more copies (as Aladdin Gaming reasonably requests) of applicable Internal Revenue Service Form W-9 or successor applicable forms (if required by law), as the case may be, to establish an exemption from United States backup withholding tax. Each Person which undertakes to deliver to Aladdin Gaming a Form 4224, Form 1001, Form W-8 or Form W-9 pursuant to the preceding paragraph shall further undertake to deliver to Aladdin Gaming two further copies of said Form 4224, Form 1001, Form W-8 or Form W-9 (if required by law), or successor applicable forms, or other manner of certification, as the case may be, on or before the date that such form expires or becomes obsolete or after the occurrence of an event requiring a change in the most recent form delivered by it to Aladdin Gaming, and such extensions or renewals thereof as may be less than reasonably requested by Aladdin Gaming, certifying in the amount provided for herein; providedcase of a Form 4224 or Form 1001 that such Person is entitled to receive payments hereunder and under any other Operative Documents without deduction or withholding of any United States Federal income taxes, howeverunless in any case an event (including, that Borrower shall not without limitation, any change in treaty, law or regulation) has occurred prior to the date on which such delivery would otherwise be required to increase which renders all forms inapplicable or which would prevent such Person from duly completing and delivering any such amounts payable form with respect to Lender if it and such Person advises Aladdin Gaming that it is not capable of receiving payments without any deduction or withholding of United States Federal income tax, and in the increase in such amount payable results case of a Form W-8 or Form W-9, establishing an exemption from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerbackup withholding.

Withholding Taxes. (a) All payments made by the Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will shall be made free and clear of, and without deduction reduction or withholding forfor or on account of, any present or future taxesTaxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority or other taxing authority excluding, in the case of each Lender, net income taxes imposed on such Lender by the jurisdiction (other than under the United States) laws of which such Lender is organized or by any political subdivision or taxing authority thereof or therein (other than such Taxes, excluding such net income taxes, the “Covered Taxes”). If any Covered Taxes are required to be withheld from any amounts payable to any Lender, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) all such amounts payable hereunder at the rates or in the amounts specified herein, provided that no Lender that has failed to deliver the forms required to be delivered pursuant to Section 7.3(b) shall be entitled to any payment under this Section 7.3(a) until such time as it delivers such forms. Whenever any Covered Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Lender a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Covered Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required documentary evidence, the Borrower shall indemnify each Lender for such Covered Taxes and any incremental Taxes that may become payable by any Lender as a result of any such failure. At least five (5) Business Days prior to the first date on which any payments, including discount or Fees, are payable hereunder for the account of any Lender, if such Lender is not organized under the laws of the United States, such Lender agrees to deliver to the Borrower two (2) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein duly completed copies of (i) measured by United States Internal Revenue Service Form W-8BEN or based on the net W-8ECI (or successor applicable form) certifying that such Lender is entitled to receive payments hereunder without deduction or withholding of any United States federal income or net profits of Lender, taxes or (ii) United States Internal Revenue Service Form W-9 or substitute W-9 (or successor applicable form) to establish an exemption from United States backup withholding tax. Each Lender shall replace or update such forms as is necessary or appropriate to maintain any applicable exemption or as is requested by the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. (a) All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes except as required by applicable law. In the event any deduction or withholding of Taxes other than (A) net income taxes (however denominated) or franchise taxes, leviesand in each case imposed on a Lender as a result of (a) such Lender being organized under the laws of, impostsor having its applicable lending office located in, duties, fees, assessments the jurisdiction imposing such tax or other charges (b) a present or former connection between such Lender and the jurisdiction of whatever nature now the Governmental Authority imposing such tax or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein therein, (other than of B) any tax similar to branch profits taxes imposed by the United States) with respect to such payments (but excluding, any tax States that are imposed by any jurisdiction described in clause (A) above, (C) any taxes that are attributable to such Lender’s failure to comply with the requirements of Section 16.11(b), (D) any withholding taxes imposed on amounts payable to such Lender at the time that such Lender becomes a party to this Agreement or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lenderchanged its lending office, or (ii) except to the extent that such tax results from a change in Lender’s assignor (if any) was entitled, at the circumstances time of Lender, including a change in the residence, place of organizationassignment, or principal place of business of Lendersuch Lender was entitled, or a change in the branch or immediately before it changed its lending office of Lender participating in the transactions set forth herein) and all interestoffice, penalties or similar liabilities to receive additional amounts from Borrower with respect thereto (all to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid withholding taxes pursuant to this Section 16.5 after withholding 16.11(a), or deduction for or on account of (E) any amounts withheld pursuant to FATCA (all Taxes other than those described in (A) through (E) being “Non-Excluded Taxes”) from any such payment is required, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if comply with the increase in such amount payable results from Lender's own willful misconduct or gross negligencepenultimate sentence of this Section 16.11(a). Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.“

Withholding Taxes. All payments required to be made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, Borrower shall comply with the penultimate sentence of this Section 16.5, “Taxes” shall mean, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")thereto. If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's ’s own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's ’s own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made Except as provided in Section 10(c)(i), Borrower agrees that each payment paid by Borrower hereunder under the Loan Certificates, and any other payment or indemnity paid by Borrower to a Lender under any note will Operative Agreement, shall be made without setofffree of all withholdings or deductions with respect to Taxes of any nature unless the withholding or deduction is required by law, counterclaim, and if any such withholding or other defense, except as deduction for any such payment is required by applicable law other than for Taxes Law, (as defined below). All 1) all such payments will withholdings or deductions shall be made free as provided in Section 2.3 of the Security Agreement, (2) if and clear ofto the extent that all or any portion of the required withholdings or deductions constitutes Indemnified Withholding Taxes, the amount payable by Borrower shall be increased so that, after making all required withholdings or deductions, such Lender receives the same amount that it would have received had no such withholdings or deductions with respect to such Indemnified Withholding Taxes been made, with the amount payable by Borrower with respect to such Indemnified Withholding Taxes being calculated on an After-Tax Basis, and without deduction (3) Borrower or Security Agent, as the case may be, shall pay the full amount withheld or deducted to the relevant Taxing Authority in accordance with applicable law. The term “Indemnified Withholding Taxes” shall mean, with respect to any Loan Certificate, withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter taxes imposed by any jurisdiction (Government, other than the United States) or by any political subdivision or taxing authority thereof or therein (other than States withholding Taxes imposed as of the United Statestime the Lender owning such Loan Certificate became a Lender (except to the extent that (i) such Lender acquired such Loan Certificate by assignment from another Lender and (ii) immediately prior to such assignment Borrower was paying additional amounts to the assigning Lender pursuant to this Section 10(c)(i) with respect to United States withholding Taxes that were Indemnified Taxes). For the avoidance of doubt, in the event that the amount of United States withholding Taxes payable with respect to a Loan Certificate changes after the date the Lender owning such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Loan Certificate became a Lender, or (ii) such United States withholding Taxes shall constitute Indemnified Withholding Taxes only to the extent that such tax results from that, as the result of a change in U.S. federal tax law or regulation or the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, interpretation thereof or a change in a tax treaty to which the branch United States is a party, in each case that occurs after the date the Lender owing such Loan Certificates becomes a Lender, such withholding Taxes become applicable with respect to a payment by Borrower to the Lender (if none had previously been imposed or lending office required) or the rate applicable to a previously imposed or required withholding Tax is increased. In the event that Indemnified Withholding Taxes become payable by Borrower as provided above, the Lender will use commercially reasonable efforts to transfer the Loan Certificates to another jurisdiction that is mutually acceptable to Borrower and such Lender so that either (1) no such Indemnified Withholding Taxes would be applicable to subsequent payments to such Lender following such transfer (taking into account the provisions of Treas. Reg. § 1.881-3 and the limitation on benefits provisions of any applicable tax treaty) or (2) the rate of the Indemnified Withholding Taxes applicable to subsequent payments to such Lender participating following such transfer (taking into account the provisions of Treas. Reg. § 1.881-3 and the limitation on benefits provisions of any applicable tax treaty) would not exceed the rate of the Indemnified Withholding Taxes applicable to payments to such Lender prior to such transfer and, in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount case of such United States withholding Taxes, and the applicable change in U.S. federal tax law or regulation or the interpretation thereof or change in tax treaty; provided that such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Lender shall not be required to increase transfer the Loan Certificates as provided above in this sentence if such transfer would cause such Lender to suffer economic, legal or regulatory disadvantage that is not indemnified by Borrower in a manner reasonably acceptable to such Lender; and provided further, that nothing in this sentence shall affect or postpone any of the obligations of Borrower or the rights of such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies this Section 10(c)(i) prior to such transfer of tax receipts evidencing such payment by Borrowerthe affected Loan Certificates.

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, 90 Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower Borrowers will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBorrowers.

Withholding Taxes. (a) All payments made by Borrower hereunder or of principal of and interest on the Loans and the Letter of Credit Liabilities and of all fees and other amounts payable under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will the Loan Papers shall be made free and clear of, and without deduction or withholding forby reason of, any present or future taxes, levies, imposts, duties, feesimposts, assessments or other charges of whatever nature now levied or hereafter imposed by any jurisdiction Tribunal (other than any taxes imposed on the United States) taxable income of Administrative Agent or by any political subdivision Bank or taxing authority thereof any lending office of Administrative Agent or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed Bank by any jurisdiction in which Administrative Agent or by such Bank or any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all is located). If any such non-excluded taxes, levies, imposts, duties, feesimposts, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, upon Borrower agrees to pay receiving written notice of the full amount detailed calculation of same Borrower will (i) make additional payments in such Taxes, and such additional amounts as may be necessary so that every net payment of principal of and interest on the Loans and the Letter of Credit Liabilities and of all other amounts due payable by it under this Agreement or under any notethe Loan Papers, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxessuch present or future taxes, levies, duties, imposts, assessments or other charges (including any tax imposed on or measured by taxable income of a Bank attributable to payments made to or on behalf of a Bank pursuant to this Section 2.19 and any penalties or interest attributable to such payments), will not be less than the amount provided for herein; provided, however, herein or therein absent such withholding or deduction (provided that Borrower shall not be required have any obligation to increase pay such additional amounts to any Bank to the extent that such amounts payable taxes, levies, duties, imposts, assessments or other charges are levied or imposed by reason of the failure of such Bank to Lender if comply with the increase provisions of Section 2.20), (ii) make such withholding or deduction, and (iii) remit the full amount deducted or withheld to the relevant Tribunal in accordance with applicable Law. Without limiting the generality of the foregoing, Borrower will, upon written request of any Bank, reimburse each such Bank for the amount payable results from Lender's own willful misconduct of (A) such taxes, levies, duties, imports, assessments or gross negligence. other charges so levied or imposed by any Tribunal and paid by such Bank as a result of payments made by Borrower will furnish under or with respect to Lender as promptly as possible after the date Loans, other than such taxes, levies, duties, imports, assessments and other charges previously withheld or deducted by Borrower which have previously resulted in the payment of the required additional amount to Bank, and (B) such taxes, levies, duties, assessments and other charges so levied or imposed with respect to any Taxes is due pursuant Bank reimbursement under the foregoing clause (A), so that the net amount received by such Bank (net of payments made under or with respect to applicable law certified copies the Loans and the Letter of tax Credit Liabilities) after such reimbursement will not be less than the net amount such Bank would have received if such taxes, levies, duties, assessments and other charges on such reimbursement had not been levied or imposed. Borrower shall furnish promptly to Administrative Agent for distribution to each affected Bank, upon request of each such Bank, official receipts evidencing any such payment by Borrowerpayment, withholding or reduction.

Withholding Taxes. All payments made by Borrower hereunder under or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will with respect to the Securities must be made free and clear of, of and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxespresent or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of any jurisdiction from or through which payment is made or in which the payor is organized, resident or engaged in business for tax purposes or any province or territory thereof or by any taxing authority therein (hereinafter "TAXES"), unless the Company is required to withhold or deduct such Taxes by law or by the interpretation or administration thereof. If the Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities, the Company will pay such additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder after such withholding or deduction (including any withholding or deduction with respect to Additional Amounts) will not be less than the amount provided for hereinthe Holder would have received if such Taxes had not been withheld or deducted; provided, however, that Borrower shall not no Additional Amounts will be payable with respect to payments made to a Holder (an "EXCLUDED HOLDER") to the extent such Holder is subject to such Taxes by reason of its being connected with a foreign jurisdiction thereof otherwise than by the mere holding of the Securities or the receipt of payments thereunder or the enforcement of its rights and obligations under the Securities. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligenceaccordance with applicable law. Borrower The Company will furnish to Lender as promptly as possible the Holder, within 30 days after the date the payment of any Taxes is due pursuant to applicable law Taxes, certified copies of tax receipts evidencing such payment by Borrowerthe Company. The Company will upon written request of each Holder (other than an Excluded Holder), reimburse each such Holder for the amount of (i) any Taxes (including penalties, interest and expenses arising therefrom or with respect thereto) imposed or levied and paid by such Holder as a result of payments made under or with respect to the Securities and (ii) any Taxes so levied or imposed and paid by such Holder with respect to any reimbursement under the foregoing clause (i), but excluding any such Taxes on such Holder's net income, so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes (other than such Taxes on such Holder's net income) on such reimbursement had not been imposed. At least 30 days prior to each date on which payment under or with respect to the Securities is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case promptly thereafter), if the Company is obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as necessary to enable the Trustee to pay such Additional Amounts to Holders of the Securities on the payment date. The Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Securities, the Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Securities, excluding such taxes, charges or similar levies imposed by any jurisdiction other than (i) any jurisdiction in which the Company is organized, resident or engaged in business for tax purposes, (ii) any jurisdiction in which any successor to the Company is organized, resident or engaged in business for tax purposes or (iii) any jurisdiction in which a Paying Agent is located. In addition, the Company will agree to indemnify the Holders (on an after-tax basis) for any such Taxes paid by such Holders. The obligations described under this heading shall survive any termination, defeasance or discharge of the Indenture.

Withholding Taxes. All payments made Regardless of any action the Company or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by Borrower hereunder you is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Furthermore, you acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Award or the underlying Shares, including, but not limited to, the grant, vesting, or payment of this Performance Share Award or the subsequent sale of Shares issued in payment of the Performance Share Award; and (b) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any note will aspect of your participation in the Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. If you are or become subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be made without setoffrequired to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, counterclaimvesting, or payment of the Performance Share Award or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from a Performance Share Award Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of Shares as described herein, for tax purposes, you shall be deemed to have been issued the full number of Shares due to you at vesting, notwithstanding that a number of Shares is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual withholding for any or all Tax-Related Items arising from the granting, vesting or payment of this Performance Share Award, the sale of Shares issued pursuant to the Performance Share Award or hypothetical withholding tax amounts if you are covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Shares received in payment of the vested Performance Share Award by you. Such open-market sale is on your behalf and at your direction pursuant to this authorization. Furthermore, the Company and/or the Employer are authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, or payment of this Performance Share Award, or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by withholding from your wages, or other defensecash compensation payable to you by the Company and/or the Employer. If you are subject to the short-swing profit rules of Section 16(b) of the Act, except the Participant may elect the form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the Company shall deduct the number of Shares having an aggregate value equal to the amount of any withholding for Tax-Related Items due from the Performance Share Award Share Payout, or the Committee may determine that a particular method be used to satisfy any withholding for Tax-Related Items. Shares deducted from the payment of this Performance Share Award in satisfaction of Tax-Related Items withholding shall be valued at the Fair Market Value of the Shares received in payment of the vested Performance Share Award on the date as required of which the amount giving rise to the withholding requirement first became includible in your gross income under applicable tax laws. The Company may refuse to issue or deliver the Shares if you fail to comply with your Tax-Related Items obligations. The Company may withhold or account for Tax-Related Items by considering applicable law minimum statutory withholding amounts or other than for Taxes (as defined belowapplicable withholding rates, including maximum applicable rates in your jurisdiction(s). All such payments In the event of over-withholding, you may receive a refund of any over-withheld amount in cash and will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) have no entitlement to the extent that such Share equivalent or if not refunded, you may seek a refund from the local tax results from a change in authorities. In the circumstances event of Lenderunder-withholding, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as you may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold that cannot be satisfied by the means previously described. If you are covered by a Company tax equalization policy, you also agree to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerequalization policy.

Withholding Taxes. All payments repayment of principal, costs or fees made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will this Agreement shall be made free and clear of, of and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of any Governmental Authority in Canada, the United States of America or any political subdivision thereof, or by any authority or agency thereof or therein having power to tax (collectively, the “Withholding Taxes”), unless the Borrower or a Corporation guaranteeing the obligations of the Borrower is required to withhold or deduct Withholding Taxes by Applicable Legislation or by the interpretation or administration thereof by the relevant governmental authority. If the Borrower or a Corporation guaranteeing the obligations of the Borrower is required to withhold or deduct any amount for or on account of Withholding Taxes from any payment made or deemed to be made under this Agreement, the Borrower or such other Corporation will make such withholding or deduction and will remit the full amount withheld or deducted to the relevant governmental authority as and when required by Applicable Legislation. The Borrower or such other Corporation will pay to the Lender such additional amounts under this section (the “Additional Amounts”) as may be necessary so that the net amount received by the Lender after such withholding or deduction referred to in the preceding sentence, if any, will not be less than the amount provided for herein; provided, however, that the Lender would have received if such Withholding Taxes (including any Withholding Taxes applicable to any Additional Amounts payable under this paragraph) had not been withheld or deducted. The Borrower shall not be required to increase and/or any such amounts payable to Lender if Corporation guaranteeing the increase in such amount payable results from Lender's own willful misconduct or gross negligence. obligations of the Borrower will furnish indemnify and hold harmless the Lender, and upon written request reimburse the Lender, for the amount of any Withholding Taxes (including any Withholding Taxes applicable to any Additional Amounts payable under the preceding paragraph) levied or imposed on and paid by the Lender as promptly as possible after the date the payment a result of any Taxes is due pursuant payments made or deemed to applicable law certified copies of tax receipts evidencing such payment by Borrowerbe made under this Agreement.

Withholding Taxes. 16.1 All payments made by any Borrower hereunder or under any note other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All otherwise provided in this Section 16.1, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and in the event any deduction or withholding of Taxes is required, (a) if such additional amounts Taxes are Indemnified Taxes, the sum payable to Lenders shall be increased as may be necessary so that every payment of after making all amounts due under this Agreement required deductions or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than Lenders receive an amount equal to the amount sum they would have received had no such deductions or withholding been made, provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender Lenders if the increase in such amount payable results from Agent’s or such Lender's ’s own willful misconduct or gross negligence. Borrower negligence (as finally determined by a court of competent jurisdiction); (b) if such Taxes are Excluded Taxes, the sum payable to Lenders shall not be increased, (c) Borrowers shall make such deductions or withholding and the amount deducted or withheld shall be treated as paid to the relevant Lender for all purposes under this Agreement and the other Loan Documents, and (d) Borrowers will furnish to Lender Agent as promptly as possible after the date the payment of any Taxes such Indemnified Tax is due pursuant to applicable law law, certified copies of tax receipts evidencing such payment by BorrowerBorrowers. Borrowers agree to pay any present or future stamp, value added or documentary Taxes or any other excise or property Taxes that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. For the purposes of this Section 16, the term “Lender shall include a Participant.

Withholding Taxes. All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, Borrower shall comply with the penultimate sentence of this Section 16.5. "Taxes" shall mean any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender (or in the case of an assignee of Lender, a change in the circumstances occurring after such assignee became a lender hereunder) including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")thereto. If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any notenote or Loan Document, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligencenegligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All Each Bank represents that it is entitled to receive any payments made by Borrower hereunder or under any note will to be made to it hereunder without setoffthe withholding of any tax and will furnish to Administrative Agent or Borrower such forms, counterclaimcertifications, statements and other documents as Administrative Agent or other defense, except as required by applicable law other than for Taxes (as defined below). All Borrower may request from time to time to evidence such payments will be made free and clear of, and without deduction or Bank's exemption from the withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by to enable Administrative Agent and Borrower to comply with any political subdivision applicable Laws or taxing authority thereof regulations relating thereto. Without limiting the effect of the foregoing, if any Bank is not a United States person within the meaning of Section 7701(a)(30) of the Code, such Bank will furnish to Administrative Agent and Borrower Form W-8ECI or therein (i) measured by or based on Form W-8BEN of the net income or net profits of LenderInternal Revenue Service, or such other forms, certifications, statements or documents (ii) Form W-8ECI, W-8BEN or such other forms, certifications, statements or documents, the "Prescribed Forms"), duly executed and completed by such Bank as evidence of such Bank's complete exemption from the withholding of U.S. tax with respect thereto prior to the extent date any payments become due to it hereunder. Each Bank that so delivers such Prescribed Forms further undertakes to deliver to Borrower and Administrative Agent applicable replacement Prescribed Forms on or before the date that such tax results from Prescribed Forms previously delivered expire or become obsolete or after the occurrence of any event requiring a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all most recent such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are Prescribed Forms so levied or imposed, Borrower agrees to pay the full amount of such Taxesdelivered by it, and such additional amounts amendments thereto or extensions or renewals thereof as may be necessary so reasonably requested by Borrower or Administrative Agent, in each case certifying that every payment of all amounts due such Bank is entitled to receive payments under this Agreement and the Notes without deduction or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any TaxesU.S. tax, will not unless any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be less than the amount provided for hereinrequired which renders all such Prescribed Forms inapplicable; provided, however, that upon any such change in treaty, law or regulation, such Bank shall deliver any forms, certifications, statements or other documents which such Bank is entitled to provide in order to reduce any deduction or withholding of any U.S. tax on any payment to such Bank under this Agreement and the Notes. If any Bank that is not a United States person within 50 the meaning of Section 7701(a)(30) of the Code fails to comply with the provisions of this Section, then, notwithstanding the provisions of Section 12.17, Borrower and/or Administrative Agent, may, as required by law, deduct and withhold federal income tax payments from payments to such Bank under this Agreement or the Notes; provided that, if Borrower shall not be required to increase so deduct or withhold any such amounts payable taxes, Borrower shall provide a statement to Lender if Administrative Agent and such Bank, setting forth the increase amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Bank may reasonably request for assisting such Bank to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish Bank is subject to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowertax.

Withholding Taxes. All payments made by Borrower hereunder (b) In the event that the Borrowers or under any note will be made without setoff, counterclaim, or other defense, except as the Agent are required by applicable law other than for to make any withholding or deduction of U.S. Withholding Taxes (as defined below). All with respect to any Advance or fee, the Borrowers shall pay such payments will be made free and clear of, and without deduction or withholding forto the applicable taxing authority, any present shall furnish to the Agent for the Lender in respect of which such deduction or future taxeswithholding is made all receipts, leviesif any, imposts, duties, fees, assessments and other documents evidencing such payment and shall to the extent provided below pay to the Agent or such Lender such additional amounts with respect to U.S. Withholding Taxes ("Additional Amounts") as may be necessary in order that the net amount received by the Agent or such Lender after the required withholding or other charges payment (including any required withholding or other payment on such Additional Amounts) shall equal the amount the Agent or such Lender would have received had no such withholding or other payment been made. Notwithstanding anything in this Agreement, the Borrowers shall only be required to pay Additional Amounts for the account of whatever nature now a Lender or hereafter imposed bear the cost of or indemnify a Lender against U.S. Withholding Taxes, if such amounts arise by any jurisdiction reason of (other than i) changes in income tax provisions of the Internal Revenue Code from and after the date such Lender becomes a lender to the Borrowers (in the case where such Lender's Applicable Lending Office is located in the United States) affecting the scope, definition or by any political subdivision or taxing authority thereof or therein taxation of effectively connected income (other than as described in Section 864(c) of the United StatesInternal Revenue Code) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) changes in withholding tax treaty rates between the United States and such Lender's country of residence, from and after the date such Lender becomes a lender to the extent Borrowers, provided that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase pay any such amounts payable to Lender if the increase in such amount payable results from Additional Amounts, or indemnify against any U.S. Withholding taxes, imposed as a result of a Lender's own willful misconduct or gross negligence. Borrower will furnish failure to comply with subsection (a) above, but following the correction of such failure shall take such steps as such Lender shall reasonably request to assist such Lender in recovering any U.S. Withholding Taxes paid as promptly as possible after the date the payment a result of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerfailure.

Withholding Taxes. All payments required to be made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, Borrower shall comply with the penultimate sentence of this Section 16.5, "Taxes" shall mean, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")thereto. If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All (a) With respect to all Taxes which are not Excluded Taxes, all payments made by any Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxesTaxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change and in the circumstances event any deduction or withholding of LenderTaxes is required, including a change in each Borrower shall comply with the residence, place penultimate sentence of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"this Section 15.11(a). If any Non-Excluded Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, Non-Excluded Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.5 15.11(a) after withholding or deduction for or on account of any Non-Excluded Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Agent's or such Lender's own willful misconduct or gross negligencenegligence (as finally determined by a court of competent jurisdiction) or the Agent's or Lender's failure to comply with Section 15.11(b) or Section 15.11(c) of this Agreement. Each Borrower will furnish to Lender Agent as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies written evidence of tax receipts evidencing such payment by any Borrower. If a Lender or Agent determines, in its sole discretion, that it has received a refund credit of any Taxes as to which it has been indemnified by the Borrowers, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund credit to the respective Borrower (but only to the extent of payments made by such Borrower under this Section 15.11 with respect to Taxes giving rise to such a refund credit), net of all reasonable out-of-pocket expenses of Agent or Lenders and without interest (other than any interest paid by the relevant governmental authority with respect to such a refund); provided, that each Borrower, upon the request of a Lender or Agent, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges, imposed by the relevant governmental authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to such Lender or Agent in the event such Lender or Agent is required to repay such refund to such governmental authority. Except as expressly provided for in this Section 15.11, this Section shall not be construed to require any Lender or Agent to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Borrower or any other person.

Withholding Taxes. All Any and all payments made by the Borrower hereunder or under any note will the Notes shall be made without setoffmade, counterclaimin accordance with Section 2.9 and subject to Sections 2.10(e) and (f), or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges and all liabilities with respect thereto, EXCLUDING, in the case of whatever nature now or hereafter each Lender Party and the Agent, net income taxes that are imposed by any jurisdiction (other than the United StatesStates and franchise taxes and net income taxes that are imposed on such Lender Party or the Agent by the state or foreign jurisdiction under the laws of which such Lender Party or the Agent (as the case may be) is organized or by any political subdivision thereof and, in the case of each Lender Party, franchise taxes and net income taxes that are imposed on such Lender Party by the state or taxing authority thereof foreign jurisdiction of such Lender Party's Applicable Lending Office or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, dutiesdeductions, feescharges, assessments or other charges withholdings and liabilities being hereinafter referred to collectively as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes are so levied from or imposedin respect of any sum payable hereunder or under any Note to any Lender Party or the Agent, Borrower agrees to pay (i) the full amount of such Taxes, and such additional amounts sum payable shall be increased as may be necessary so that every payment of after making all amounts due required deductions (including deductions applicable to additional sums payable under this Agreement Section 2.10) such Lender Party or under any notethe Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than (ii) the amount provided for herein; provided, however, that Borrower shall not be required make such deductions and (iii) the Borrower shall pay the full amount deducted to increase any such amounts payable to Lender if the increase relevant taxation authority or other authority in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to accordance with applicable law certified copies of tax receipts evidencing such payment by Borrowerlaw.

Withholding Taxes. 16.1Payments. All payments made by Borrower hereunder or any Loan Party under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments Loan Document will be made free and clear of, and without deduction or withholding for, any present Taxes, except as otherwise required by applicable law, and in the event any deduction or future taxeswithholding of Taxes is required, leviesthe applicable Loan Party shall make the requisite withholding, impostspromptly pay over to the applicable Governmental Authority the withheld tax, dutiesand furnish to Agent as promptly as practicable after the date the payment of any such Tax is due pursuant to applicable law, fees, assessments certified copies or other charges evidence reasonably satisfactory to Agent of whatever nature now tax receipts evidencing such payment by the Loan Parties. Furthermore, if any such Tax is an Indemnified Tax or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are an Indemnified Tax is so levied or imposed, Borrower agrees the Loan Parties agree to pay the full amount of such Taxes, Indemnified Taxes and such additional amounts as may be necessary so that every payment the applicable Lender or Participant receives an amount equal to the sum it would have received had no such Indemnified Tax been so levied or imposed. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other Taxes upon Agent’s demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in Section 10.3 of all amounts due under this Agreement) (collectively a “Tax Indemnitee”) for the full amount of Indemnified Taxes arising in connection with this Agreement or under any note, other Loan Document or breach thereof by any Loan Party (including any amount paid pursuant to Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16.5 after withholding 16) imposed on, or deduction for paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or on account not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of any Taxescompetent jurisdiction finally determines to have resulted from the gross negligence, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own bad faith or willful misconduct or gross negligenceof such Tax Indemnitee). Borrower will furnish to Lender as promptly as possible after The obligations of the date Loan Parties under this Section 16 shall survive the payment termination of any Taxes is due pursuant to applicable law certified copies this Agreement, the resignation and replacement of tax receipts evidencing such payment by Borrowerthe Agent, and the repayment of the Obligations.

Withholding Taxes. (a) All payments made by Borrower Borrowers hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for law, provided that this Section 16.5 shall apply to the treatment of Taxes (as defined below)and Other Taxes. All In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, except as provided in Section 16.5 (c) below, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) Lender pursuant to the extent that such tax results from a change laws of the jurisdiction in which it is organized or the circumstances of Lender, including a change jurisdiction in which the residence, place of organization, principal office or principal place of business of Lender, or a change in the branch or applicable lending office of Lender participating in the transactions set forth hereinis located or any subdivision thereof or therein, or a jurisdiction as a result of a present, former or future connection of Lender with such jurisdiction, other than a connection resulting from or attributable to this Agreement or any Loan Document (or Lender having executed, delivered or performed its obligations or received a payment under this Agreement or any Loan Document)) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any notenote or other Loan Document, including any amount paid pursuant to this Section 16.5 16.5(a) after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, herein and not less than the amount that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct would have received had no deductions or gross negligencewithholdings for Taxes been made. Borrower Borrowers will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBorrowers.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TaxesTAXES"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section SECTION 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; providedPROVIDED, howeverHOWEVER, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional The amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid payable pursuant to this Section 16.5 after withholding or deduction for or Agreement (“Payments”) will not be reduced on account of any Taxes unless required by applicable Law. Neurocrine will deduct and withhold from the Payments made to Takeda any Taxes that it is required by applicable Law to deduct or withhold, (“Withholding Taxes”), will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase and any such amounts payable deducted or withheld by Neurocrine will be treated as having been paid to Lender if Takeda for purposes of this Agreement. Any such Withholding Taxes will be an expense of and borne by Takeda. If any such Withholding Tax is assessed against, or paid (but in each case not withheld) by Neurocrine, then Takeda will pay the increase in relevant amount of such Withholding Tax to Neurocrine. In the event that a Governmental Authority retroactively determines that a payment made by Neurocrine to Takeda under this Agreement should have been subject to Withholding Taxes (or to additional Withholding Taxes), and Neurocrine remits such Withholding Taxes to the Governmental Authority, including any interest and penalties that may be imposed thereon, at the option of Neurocrine, then Takeda will pay the relevant amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes Withholding Tax (including any interest and penalties thereon) to Neurocrine. Notwithstanding the foregoing, if Takeda is due pursuant entitled under any applicable tax treaty to a reduction of rate of, or the elimination of, or recovery of, applicable law certified copies Withholding Tax, then it may deliver to Neurocrine or the appropriate Governmental Authority the prescribed forms necessary to reduce the applicable rate of tax receipts evidencing withholding or to relieve Neurocrine of its obligation to withhold tax. If Takeda timely delivers to Neurocrine a validly executed form establishing a reduced rate or exemption from withholding, Neurocrine shall apply the reduced rate of withholding, or not withhold, as the case may be, provided that Neurocrine is in receipt of evidence, in a form reasonably satisfactory to Neurocrine, for example Takeda’s delivery of all applicable documentation at least two weeks prior to the time that the Payments are due. If, in accordance with the foregoing, Neurocrine withholds any amount, then it will pay to Takeda the balance when due, make timely payment (or cause its agent to make timely payment) to the proper taxing authority of the withheld amount, and send Takeda proof of such payment by Borrowerwithin [***] following that payment. On or before the Effective Date, Takeda shall deliver to Neurocrine a properly completed Internal Revenue Service (“IRS”) Form W-8BEN-E or other applicable IRS Form W-8.

Withholding Taxes. All payments made of principal of and interest on the Subordinated Loans, and all other amounts payable by the Borrower hereunder or under any note will be made without setoffhereunder, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will shall be made free and clear of, of and without deduction or withholding for, reduction by reason of any present or future taxes, duties, levies, imposts, assessments, or other governmental charges, other than taxes, duties, feeslevies, imposts, assessments or other governmental charges of whatever nature now based upon net income payable by the Subordinated Lender or hereafter franchise taxes, in each case imposed by the jurisdiction of incorporation of the Subordinated Lender or the jurisdiction in which the Subordinated Lender has its principal executive office, or any jurisdiction (department, agency or other than the United States) or by any political subdivision or taxing authority thereof or therein in either of such jurisdictions, (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Withholding Taxes"), all of which will be for the account of and paid in full when due by the Borrower. If In case any deduction or withholding for or on account of any Withholding Taxes are so is (a) levied by the government of the Republic of Indonesia on the amounts payable to the Subordinated Lender pursuant to this Subordinated Loan Agreement and (b) required to be withheld from such payments, the Borrower shall make the required deduction or imposedwithholding, Borrower agrees to promptly pay the full amount of such TaxesWithholding Taxes to the appropriate taxing authorities, and pay to the Subordinated Lender such additional amounts as may be necessary so required, after the deduction or withholding of such Withholding Taxes, to enable the Subordinated Lender to receive from the Borrower on the due date thereof an amount equal to the full amount that every the Subordinated Lender should have received had the relevant deduction or withholding not been made from such payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any such Withholding Taxes. The Subordinated Lender shall cooperate with the Borrower to reduce the rate of such Withholding Taxes to the lowest legal rate. Promptly after each such payment of Withholding Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of official tax receipts evidencing or other evidence of such payment issued by Borrowerthe tax authorities concerned shall be forwarded to the Subordinated Lender.

Withholding Taxes. All payments made Regardless of any action the Company or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Omnibus Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by Borrower hereunder you is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Furthermore, you acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Award, including, but not limited to, the grant, vesting, or payment of this Performance Share Award or the subsequent sale of Shares issued in payment of the Performance Share Award; and (b) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any note will aspect of your participation in the Omnibus Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. If you are or become subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be made without setoffrequired to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, counterclaimvesting, or payment of the Performance Share Award or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from a Performance Share Award Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of Shares as described herein, for tax purposes, you shall be deemed to have been issued the full number of Shares due to you at vesting, notwithstanding that a number of Shares is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items withholding arising from the granting, vesting or payment of this Performance Share Award, the sale of Shares issued pursuant to the Performance Share Award or hypothetical withholding tax amounts if you are covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Shares received in payment of the vested Performance Share Award by you. Such open-market sale is on your behalf and at your direction pursuant to this authorization. Furthermore, the Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding arising from the granting, vesting, or payment of this Performance Share Award, or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by withholding from your wages, or other defensecash compensation paid to you by the Company and/or the Employer. If you are subject to the short-swing profit rules of Section 16(b) of the Act, except the Participant may elect the form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the Company shall deduct the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from the Performance Share Award Share Payout, or the Committee may determine that a particular method be used to satisfy any Tax Related Items withholding. Shares deducted from the payment of this Performance Share Award in satisfaction of Tax-Related Items withholding shall be valued at the Fair Market Value of the Shares received in payment of the vested Performance Share Award on the date as required of which the amount giving rise to the withholding requirement first became includible in your gross income under applicable tax laws. The Company may refuse to issue or deliver the Shares if you fail to comply with your Tax-Related Items obligations. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable law minimum statutory withholding amounts or other than for Taxes (as defined belowapplicable withholding rates, including maximum applicable rates in your jurisdiction(s). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) You shall pay to the extent that such tax results from a change in Company or the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If Employer any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as Tax-Related Items that the Company or the Employer may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase withhold that cannot be satisfied by the means previously described. If you are covered by a Company tax equalization policy, you also agree to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerequalization policy.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law Applicable Law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law Applicable Law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments (a) Each payment to be made by Borrower hereunder or Company to Trinity under this Agreement, any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will Schedules and Equipment Finance Documents shall be made free and clear of, and without deduction or withholding forfor or on account of, any present or future taxes, leviesduties, imposts, dutiesassessments, fees, assessments deductions, withholdings, levies, imposts or other charges of whatever nature now whatsoever nature, together with any liabilities (including penalties, interest and expenses) in respect thereof imposed or hereafter imposed levied by any jurisdiction (other than or on behalf of the United States) government or by any political subdivision or taxing authority thereof or therein any authority or agency thereof having the power to tax (other than "Withholding Taxes") unless such deduction or withholding is required by the laws of the United States) with respect to such payments (but excluding, any tax imposed by applicable country or any jurisdiction province or political subdivision thereof or by the administrative practice of any political subdivision taxing authority. If any such deduction or taxing authority thereof withholding is so required, or therein if no such deduction or withholding is so required but Withholding Taxes are otherwise payable in respect of any such payment, Company shall: (i) measured by pay any such additional amount to Trinity as may be necessary to ensure that Trinity receives and retains a net sum after such deduction, withholding or based on payment of Withholding Taxes (including any deduction, withholding or payment of Withholding Taxes in respect of the net income additional amount), free from any liability in respect of any such Withholding Taxes, equal to the sum that Trinity would have received and retained had no such deduction or net profits withholding of Lender, Withholding Taxes been made or required to be made and had no such Withholding Taxes been payable; (ii) to the extent that deduct such tax results Withholding Taxes from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth hereinsuch payment; (iii) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount so deducted to the relevant authority on account of such Withholding Taxes within the time provided and otherwise in accordance with, applicable law of any jurisdiction; and (iv) promptly after the date such Withholding Taxes are due under the applicable law of any jurisdiction, deliver to Trinity the forms prescribed by the relevant authority of such Withholding Taxes. (b) Company hereby indemnifies and holds harmless Trinity for any Withholding Taxes that may become payable by Xxxxxxx in respect of any payment made by the Company under this Agreement, any Schedule and Equipment Finance Documents. (c) Company shall indemnify and hold harmless Trinity for any additional taxes on net income that Trinity may be obliged to pay as a result of the receipt by it or payment by Company of any amount under this Section 19. (d) Trinity shall reasonably determine the amount payable to it and such additional amounts as may determination shall, absent manifest error, be necessary so that every final and binding on Company. (e) Company's obligations under this Section 19 shall survive the termination of this Agreement and the payment of all amounts due payable under other provisions of this Agreement or under Agreement, any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerSchedules and Equipment Finance Documents.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured The Buyer and the Parent shall make all payments to be made by it under this Agreement without any Tax Deduction, unless a Tax Deduction is required by Law. The Buyer shall promptly upon becoming aware that same must make a Tax Deduction (or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from there is a change in the circumstances rate or the basis of Lendera Tax Deduction) notify the Company accordingly. If Buyer or the Parent is required to make a Tax Deduction, Buyer or the Parent, as the case may be, shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. minimum amount required by Law. If a Tax Deduction is required by Law to be made by Buyer or the Parent and such Tax Deduction results from (1) any action taken by Buyer or Parent, including a change in the residence, place transfer or assignment of organization, Buyer’s or principal place of business of LenderParent’s payment obligations under this Agreement, or a change in the branch jurisdiction of Tax residence of Buyer or lending office the Parent or (2) Tax laws of Lender participating Buyer or Parent’s jurisdiction of Tax residence (including any change in Tax Law), then the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may the payment due from Buyer or the Parent to the Company shall be necessary so that every payment of all amounts due under this Agreement or under increased to an amount which (after making any noteTax Deduction, including any and all Tax Deductions imposed on additional payments) leaves an amount equal to the payment which would have been due to the Company if no such Tax Deductions had been required. Within [ * ]days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, Buyer or the Parent, as the case may be, shall deliver to the Company evidence reasonably satisfactory to the Company that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. Only in cases other than those set forth under (1) and (2) above, the amount withheld by Buyer or Parent and remitted to the appropriate Governmental Body as a Tax Deduction pursuant to the above provisions shall be treated for all purposes of this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than License Agreement as having been delivered and paid to the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerCompany.

Withholding Taxes. (a) All payments made by Borrower hereunder or of principal of and interest on the Loans and the Letter of Credit Liabilities and of all fees and other amounts payable under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will the Loan Papers shall be made free and clear of, and without deduction or withholding forby reason of, any present or future taxes, levies, imposts, duties, feesimposts, assessments or other charges of whatever nature now levied or hereafter imposed by any jurisdiction Tribunal (other than any taxes imposed on the United States) taxable income of Agent or by any political subdivision Bank or taxing authority thereof any lending office of Agent or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed Bank by any jurisdiction in which Agent or by such Bank or any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all is located). If any such non-excluded taxes, levies, imposts, duties, feesimposts, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of will (i) make additional payments in such Taxes, and such additional amounts as may be necessary so that every net payment of principal of and interest on the Loans and the Letter of Credit Liabilities and of all other amounts due payable by it under this Agreement or under any notethe Loan Papers, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxessuch present or future taxes, levies, duties, imposts, assessments or other charges (including any tax imposed on or measured by taxable income of a Bank attributable to payments made to or on behalf of a Bank pursuant to this SECTION 2.19 and any penalties or interest attributable to such payments), will not be less than the amount provided for herein; provided, however, herein or therein absent such withholding or deduction (PROVIDED that Borrower shall not be required have any obligation to increase pay such additional amounts to any Bank to the extent that such amounts payable taxes, levies, duties, imposts, assessments or other charges are levied or imposed by reason of the failure of such Bank to Lender if comply with the increase provisions of SECTION 2.20), (ii) make such withholding or deduction and (iii) remit the full amount deducted or withheld to the relevant Tribunal in accordance with applicable Law. Without limiting the generality of the foregoing, Borrower will, upon written request of any Bank, reimburse each such Bank for the amount payable results from Lender's own willful misconduct of (A) such taxes, levies, duties, imports, assessments or gross negligence. other charges so levied or imposed by any Tribunal and paid by such Bank as a result of payments made by Borrower will furnish under or with respect to Lender as promptly as possible after the date Loans other than such taxes, levies, duties, imports, assessments and other charges previously withheld or deducted by Borrower which have previously resulted in the payment of the required additional amount to Bank, and (B) such taxes, levies, duties, assessments and other charges so levied or imposed with respect to any Taxes is due pursuant Bank reimbursement under the foregoing CLAUSE (A), so that the net amount received by such Bank (net of payments made under or with respect to applicable law certified copies the Loans and the Letter of tax Credit Liabilities) after such reimbursement will not be less than the net amount such Bank would have received if such taxes, levies, duties, assessments and other charges on such reimbursement had not been levied or imposed. Borrower shall furnish promptly to Agent for distribution to each affected Bank, as the case may be, upon request of such Bank, official receipts evidencing any such payment by Borrowerpayment, withholding or reduction.

Withholding Taxes. (a) All payments made by Subsidiary Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) ), except as required by applicable law, or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (including, without limitation, any withholding taxes on any payments made pursuant to this Agreement) being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Subsidiary Borrower agrees to pay the full amount of such Taxes, and such additional amounts (the "Gross Up Amount") as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Subsidiary Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Subsidiary Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Subsidiary Borrower.

Withholding Taxes. 16.1Payments. All payments made by Borrower hereunder or any Loan Party under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments Loan Document will be made free and clear of, and without deduction or withholding for, any present Taxes, except as otherwise required by applicable law, and in the event any deduction or future taxeswithholding of Taxes is required, leviesthe applicable Loan Party shall make the requisite withholding, impostspromptly pay over to the applicable Governmental Authority the withheld tax, dutiesand furnish to Agent as promptly as practicable after the date the payment of any such Tax is due pursuant to applicable law, fees, assessments certified copies or other charges evidence reasonably satisfactory to Agent of whatever nature now tax receipts evidencing such payment by the Loan Parties. Furthermore, if any such Tax is an Indemnified Tax or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are an Indemnified Tax is so levied or imposed, Borrower agrees the Loan Parties agree to pay the full amount of such Taxes, Indemnified Taxes and such additional amounts as may be necessary so that every payment the applicable Lender or Participant receives an amount equal to the sum it would have received had no such Indemnified Tax been so levied or imposed. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other Taxes upon Agent’s demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in Section 10.3 of all amounts due under this Agreement) (collectively a “Tax Indemnitee”) for the full amount of Indemnified Taxes arising in connection with this Agreement or under any note, other Loan Document or breach thereof by any Loan Party (including any amount paid pursuant to Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16.5 after withholding 16) imposed on, or deduction for paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or on account not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of any Taxescompetent jurisdiction finally determines to have resulted from the gross negligence, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own bad faith or willful misconduct or gross negligenceof such Tax Indemnitee). Borrower will furnish to Lender as promptly as possible after The obligations of the date Loan Parties under this Section 16 shall survive the payment termination of any Taxes is due pursuant to applicable law certified copies this Agreement, the resignation and replacement of tax receipts evidencing such payment by Borrower.the Agent, and the repayment of the Obligations. ​ ​ ​ ​

Withholding Taxes. (a) All payments made by Borrower hereunder the BORROWERS (or any BORROWER) of principal of and interest on the Loans and the Letter of Credit Liabilities and of all fees and other amounts payable under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will the Loan Documents shall be made free and clear of, and without deduction or withholding forby reason of, any present or future taxes, leviesduties, imposts, duties, fees, assessments or other charges of whatever nature now levied or hereafter imposed by any jurisdiction Governmental Authority (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based taxes on the overall net income or net profits gross receipts of Lender, the Agent or (ii) to the extent that any Bank). If any such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, feesimposts, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of BORROWERS will (i) make additional payments in such Taxes, and such additional amounts as may be necessary so that every net payment of principal of and interest on the Loans and the Letter of Credit Liabilities and of all other amounts due payable by it under this Agreement or under any notethe Loan Documents, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxessuch present or future taxes, duties, imposts, assessments or other charges (including, without limitation, any tax imposed on or measured by net income or gross receipts of the Agent or a Bank attributable to payments made to or on behalf of the Agent or a Bank pursuant to this Section 3.5 and any penalties or interest attributable to such payments), will not be less than the amount provided for herein; providedherein or therein absent such withholding or deduction (provided that the BORROWERS shall have no obligation to pay such additional amounts to the Agent or any Bank to the extent that such taxes, howeverduties, that Borrower shall not be required imposts, assessments or other charges are levied or imposed by reason of the failure of the Agent or such Bank to increase any comply with the provisions of Section 3.6), (ii) make such amounts payable withholding or deduction, and (ii) remit the full amount deducted or withheld to Lender if the increase relevant Governmental Authority in such amount payable results from Lender's own willful misconduct or gross negligenceaccordance with applicable law. Borrower will furnish to Lender as promptly as possible after Without limiting the date generality of the payment foregoing, the BORROWERS will, upon written request of any Taxes is due pursuant Bank, reimburse each such Bank for the amount of (A) such taxes, levies, duties, imports, assessments or other charges so levied or imposed by any Governmental Authority and paid by such Bank as a result of payments made by the BORROWERS under or with respect to applicable law certified copies the Loans and Letter of tax receipts evidencing Credit Liabilities other than such payment by Borrower.taxes, levies, duties, imports,

Withholding Taxes. All payments made by Borrower hereunder under or with ------------------ respect to the Securities or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will with respect to the Company Guaranty must be made free and clear of, of and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of any jurisdiction from or through which payment is made or in which the payor is organized, resident or engaged in business for tax purposes or any province or territory thereof or by any taxing authority therein (hereinafter "Taxes"), unless the Issuer or the Company is required to withhold or deduct such Taxes by law or by the interpretation or administration thereof. If the Issuer or the Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities or under or with respect to the Company Guaranty, the Issuer or the Company, as the case may be, will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder after such withholding or deduction (including any withholding or deduction with respect to Additional Amounts) will not be less than the amount provided for hereinthe Holder would have received if such Taxes had not been withheld or deducted; provided, however, that Borrower shall not no Additional Amounts will be payable with respect to payments made to a Holder (an "Excluded Holder") to the extent such Holder is subject to such Taxes by reason of its being connected with the British Virgin Islands or any province or territory thereof otherwise than by the mere holding of the Securities or the receipt of payments thereunder or the enforcement of its rights and obligations under the Securities or the Company Guaranty. The Issuer and the Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required to increase any such amounts payable to Lender if in accordance with applicable law. The Issuer or the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower Company will furnish to Lender as promptly as possible the Holder, within 30 days after the date the payment of any Taxes is due pursuant to applicable law Taxes, certified copies of tax receipts evidencing such payment by Borrowerthe Issuer or the Company. The Issuer will upon written request of each Holder (other than an Excluded Holder), reimburse each such Holder for the amount of (i) any Taxes (including penalties, interest and expenses arising therefrom or with respect thereto) imposed or levied and paid by such Holder as a result of payments made under or with respect to the Securities or under or with respect to the Company Guaranty and (ii) any Taxes so levied or imposed and paid by such Holder with respect to any reimbursement under the foregoing clause (i), but excluding any such Taxes on such Holder's net income, so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes (other than such Taxes on such Holder's net income) on such reimbursement had not been imposed. At least 30 days prior to each date on which payment under or with respect to the Securities or the Company Guaranty is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case promptly thereafter), if the Issuer or the Company is obligated to pay Additional Amounts with respect to such payment, the Issuer or the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as necessary to enable the Trustee to pay such Additional Amounts to Holders of the Securities on the payment date. The Issuer or the Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Securities or the Company Guaranty, the Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Securities or the Company Guaranty, excluding such taxes, charges or similar levies imposed by any jurisdiction other than (i) the British Virgin Islands, (ii) any other jurisdiction in which any of the Issuer or the Company is organized, resident or engaged in business for tax purposes, (iii) any jurisdiction in which any successor to the Issuer or the Company is organized, resident or engaged in business for tax purposes or (iv) any jurisdiction in which a paying agent is located. In addition, the Issuer and the Company will agree to indemnify the Holders (on an after-tax basis) for any such taxes paid by such Holders. The obligations described under this heading shall survive any termination, defeasance or discharge of the Indenture.

Withholding Taxes. All payments made by Borrower hereunder or The amount of any taxes required under applicable law to be withheld from any note interest payment on a Book-Entry Note will be made without setoffdetermined and withheld by the Participant, counterclaim, indirect participant in DTC or other defensePerson responsible for forwarding payments and materials directly to the beneficial owner of such Note. PROCEDURES UPON COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF 32 33 COMPANY'S EXERCISE OPTIONAL RESET. Not less than 45 or more OF OPTIONAL RESET than 60 days before an Optional Reset Date OR OPTIONAL as set forth in a Book-Entry Note, except the EXTENSION OF Company will notify the Trustee whether it MATURITY: is exercising its option to reset the Interest Rate or Spread or Spread Multiplier, as required by applicable law other than the case may be, for Taxes (as defined below). All such payments will be made free and clear ofBook-Entry Note, and without deduction or withholding forif so, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by the new Interest Rate or based on Spread or Spread Multiplier, as the net income or net profits case may be, for such Book-Entry Note during the period from such Optional Reset Date to the next Optional Reset Date as set forth in such Book-Entry Note or, if there is no such next Optional Reset Date, to the Stated Maturity of Lender, or such Book-Entry Note (the "Subsequent Interest Period"); and (ii) to the extent that provisions, if any, for redemption of such tax results from a change in the circumstances of LenderBook-Entry Note during such Subsequent Interest Period, including a change in the residencedate or dates on which or the period or periods during which such redemption may occur during such Subsequent Interest Period. COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF OPTIONAL EXTENSION OF MATURITY. If the Company elects to exercise an option, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions as set forth hereinin a Book-Entry Note, to extend the Stated Maturity of such Note, it will so notify the Trustee not less than 45 or more than 60 days before the Stated Maturity of such Book-Entry Note, and will further indicate (i) the new Stated Maturity; (ii) the Interest Rate or Spread or Spread Multiplier, as the case may be; and all interest(iii) the provisions, penalties if any, for redemption of such Book-Entry Note during such extension period, including the date or similar liabilities with respect thereto dates on which or the period or periods during which such redemption may occur during such extension period. TRUSTEE NOTICE TO DTC REGARDING COMPANY'S EXERCISE OF OPTIONAL EXTENSION OR RESET. Upon receipt of notice from the Company regarding the Company's exercise of either an optional extension of maturity or an optional reset, the Trustee will hand-deliver a notice to DTC not less than 40 days before the Optional Reset Date (all such non-excluded taxes, levies, imposts, duties, fees, assessments in which case a "Reset Notice") or other charges being referred to collectively as the Stated Maturity (in which case an "TaxesExtension Notice"). If any Taxes are so levied , as the case may be, which Reset Notice or imposed, Borrower agrees to pay Extension Notice shall identify such Book-Entry Note by CUSIP number and shall contain the full amount information required by the terms of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBook-Entry Note.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TaxesTAXES"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section SECTION 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; providedPROVIDED, howeverHOWEVER, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Any request by Lender for payment of any amount under this Section 16.5 shall be accompanied by a certification that (i) Lender's claim for said amount is generally consistent with Lender's treatment of similarly situated customers of Lender whose transactions with Lender are similarly affected by the change in circumstances giving rise to such payment, and (ii) identifies with reasonable specificity the basis for calculation of such amount, but such Lender shall not be required to disclose any confidential or proprietary information therein. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of LenderFoothill, or (ii) to the extent that such tax results from a change in the circumstances of LenderFoothill, including a change in the residence, place of organization, or principal place of business of LenderFoothill, or a change in the branch or lending office of Lender Foothill participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower ----- agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 16.6 after ------------ withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be -------- ------- required to increase any such amounts payable to Lender Foothill if the increase in such amount payable results from LenderFoothill's own willful misconduct or gross negligence. Borrower Borrowers will furnish to Lender Foothill as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBorrowers.

Withholding Taxes. All Any and all payments made by the Borrower hereunder ----------------- or under any note will the Notes shall be made without setoffmade, counterclaimin accordance with Section 2.09, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges and all liabilities with respect thereto, excluding, in the case of whatever nature now or hereafter each Lender Party and the Administrative --------- Agent, net income taxes that are imposed by any jurisdiction (other than the United StatesStates and franchise taxes and net income taxes that are imposed on such Lender Party or the Administrative Agent by the state or foreign jurisdiction under the laws of which such Lender Party or the Administrative Agent (as the case may be) is organized or by any political subdivision thereof and, in the case of each Lender Party, franchise taxes and net income taxes that are imposed on such Lender Party by the state or taxing authority thereof foreign jurisdiction of such Lender Party's Applicable Lending Office or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, dutiesdeductions, feescharges, assessments or other charges withholdings and liabilities being hereinafter referred to collectively as "TaxesTAXES"). If the Borrower shall be required by law to ----- deduct any Taxes are so levied from or imposedin respect of any sum payable hereunder or under any Note to any Lender Party or the Administrative Agent, Borrower agrees to pay (i) the full amount of such Taxes, and such additional amounts sum payable shall be increased as may be necessary so that every payment of after making all amounts due required deductions (including deductions applicable to additional sums payable under this Agreement Section 2.10) such Lender Party or under any notethe Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than (ii) the amount provided for herein; provided, however, that Borrower shall not be required make such deductions and (iii) the Borrower shall pay the full amount deducted to increase any such amounts payable to Lender if the increase relevant taxation authority or other authority in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to accordance with applicable law certified copies of tax receipts evidencing such payment by Borrowerlaw.

Withholding Taxes. (a) All payments made by Borrower hereunder Seller to Buyer or any other Indemnified Person under any note will be made without setoff, counterclaim, or other defense, except as required the Repurchase Documents and by applicable law other than for Taxes (as defined below). All such payments will Underlying Obligors with respect to the Purchased Assets shall be made free and clear of, of and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxestaxes. If any taxes are required to be withheld from any amounts payable to Buyer and/or any other Indemnified Person, then the amount payable to such Person will be increased (such increase, the “Additional Amount”) such that every net payment made under this Agreement after withholding for or on account of any taxes (including any taxes on such increase and any penalties) is not be less than the amount provided for herein; that would have been paid absent such deduction or withholding provided, however, that Borrower Seller shall not be required to increase pay any Additional Amount to Buyer, any Eligible Assignee or any other Person that is not organized under the laws of the United States or any state thereof if Buyer or such amounts payable Person fails to Lender comply with Section 12.06(b). The foregoing obligation to pay Additional Amounts, however, will not apply with respect to (i) net income or franchise taxes imposed on Buyer and/or any other Indemnified Person, with respect to payments required to be made by Seller under the Repurchase Documents, by a taxing jurisdiction in which Buyer and/or any other Indemnified Person is organized, conducts business or is paying taxes (as the case may be). Promptly after Seller pays any taxes referred to in this Section 12.06, Seller will send Buyer appropriate evidence of such payment, or (ii) any U.S. federal withholding tax imposed on “withholdable payments” made after December 31, 2012 on any Purchase Price payments made to Seller after March 18, 2012, if Buyer is a “foreign financial institution” that fails to comply with the increase requirements of section 1471(b) of the Code or a “non-financial foreign entity” that fails to comply with section 1472(b) of the Code, each as in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after effect on the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerhereof, or Treasury regulations or administrative guidance promulgated thereunder.

Withholding Taxes. (a) All payments made by Borrower hereunder to Lender or any other Indemnified Person under any note will be made without setoff, counterclaim, or other defense, except as required the Loan Documents and by applicable law other than for Taxes (as defined below). All such payments will Underlying Obligors with respect to the Mortgage Loans shall be made free and clear of, of and without deduction or withholding for, for or on account of any present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges of whatever nature now or hereafter and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any jurisdiction (Governmental Authority therewith or thereon, excluding income taxes, branch profits taxes, franchise taxes or any other than tax imposed on net income by the United States) , a state or by a foreign jurisdiction under the laws of which Lender or such other Indemnified Person is organized or of its applicable lending office, or a state or foreign jurisdiction with respect to which Lender or such other Indemnified Person has a present or former connection, or any political subdivision or taxing authority thereof or therein (other collectively, “Taxes”), all of which shall be paid by Borrower for its own account not later than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")date when due. If any Taxes taxes are so levied required to be deducted or imposedwithheld from any amounts payable to Lender and/or any other Indemnified Person, then Borrower agrees to shall (a) make such deduction or withholding, (b) pay the full amount of such Taxes, so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (c) pay to Lender or other Indemnified Person such additional amounts (the “Additional Amount”) as may be necessary so that every net payment of all amounts due made under this Agreement after deduction or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will Taxes (including any Taxes on such increase and any penalties) is not be less than the amount provided for herein; providedthat would have been paid absent such deduction or withholding. The foregoing obligation to pay Additional Amounts, however, that Borrower shall will not be apply with respect to (i) net income or franchise taxes imposed on Lender and/or any other Indemnified Person, with respect to payments required to increase be made by Borrower under the Loan Documents, by a taxing jurisdiction in which Lender and/or any such amounts payable other Indemnified Person is organized, conducts business or is paying taxes (as the case may be). Promptly after Borrower pay any taxes referred to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. this Section 12.06, Borrower will furnish send Lender appropriate evidence of such payment, or (ii) any U.S. federal withholding tax imposed on “withholdable payments” made after December 31, 2012, if Lender is a “foreign financial institution” that fails to Lender comply with the requirements of section 1471(b) of the Code or a “non-financial foreign entity” that fails to comply with section 1472(b) of the Code, each as promptly as possible after in effect on the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerhereof, or Treasury regulations or administrative guidance promulgated thereunder.

Withholding Taxes. All payments made The amounts payable by Borrower hereunder or under one Party (the “Payer”) to another Party (the “Payee”) pursuant to this Agreement (“Payments”) shall not be reduced on account of any note will be made without setoff, counterclaim, or other defense, except as Taxes unless required by applicable law other than Law. The Payee alone shall be responsible for paying any and all Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than withholding Taxes required to be paid by the United StatesPayer) levied on account of, or measured in whole or in part by reference to, any political subdivision Payments it receives. The Payer shall deduct or taxing authority thereof withhold from the Payments any Taxes that it is required by applicable Law to deduct or therein withhold, and all such amounts deducted and withheld shall be treated for all purposes of this Agreement as having been paid to Payee. Notwithstanding the foregoing, if the Payee is entitled under any applicable Tax treaty to a reduction of rate of, or the elimination of, or recovery of, applicable withholding Tax, it shall timely deliver to the Payer or the appropriate Governmental Authority (other than with the assistance of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) Payer to the extent that such tax results from a change this is reasonably required and is expressly requested in writing) the circumstances prescribed forms necessary to reduce the applicable rate of Lenderwithholding or to relieve the Payer of its obligation to withhold Tax, including a change in and the residence, place Payer shall apply the reduced rate of organizationwithholding, or principal place dispense with the withholding, as the case may be, to the extent it complies with the applicable Tax treaty. If, in accordance with the foregoing, the Payer withholds any amount, it shall make timely payment to the proper Taxing Authority of business of Lenderthe withheld amount, or a change in and send to the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount Payee proof of such Taxes, and such additional amounts payment as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligencesoon as reasonably practicable. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.

Withholding Taxes. (a) All payments made by Borrower hereunder Seller to Agent or any Buyer or any other Eligible Assignee under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will the Repurchase Documents shall be made free and clear of, of and without deduction or withholding for, for or on account of any present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges of whatever nature now or hereafter and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any jurisdiction (Governmental Authority therewith or thereon, excluding income taxes, branch profits taxes, franchise taxes or any other than tax imposed on net income by the United States) , a state or by a foreign jurisdiction under the laws of which Agent, such Buyer or such other Eligible Assignee is organized or of its applicable lending office, or a state, local or foreign jurisdiction with respect to which Agent, such Buyer or such other Eligible Assignee has a present or former connection, or any political subdivision or taxing authority thereof or therein (other collectively, “Taxes”), all of which shall be paid by Seller for its own account not later than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")date when due. If any Taxes taxes are so levied required to be deducted or imposedwithheld from any amounts payable to Agent, Borrower agrees to such Buyer and/or any other Eligible Assignee, then Seller shall (a) make such deduction or withholding, (b) pay the full amount of so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (c) pay to Agent, such Taxes, and Buyer or other Eligible Assignee such additional amounts (the “Additional Amount”) as may be necessary so that every net payment of all amounts due made under this Agreement after deduction or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will Taxes (including any Taxes on such increase and any penalties) is not be less than the amount provided for herein; providedthat would have been paid absent such deduction or withholding. The foregoing obligation to pay Additional Amounts, however, that Borrower shall will not be apply with respect to (i) net income or franchise taxes, or any tax imposed on net income, imposed on Agent, such Buyer and/or any other Eligible Assignee, with respect to payments required to increase be made by Seller under the Repurchase Documents, by a taxing jurisdiction in which Agent, such Buyer and/or any other Eligible Assignee is organized, conducts business or is paying taxes (as the case may be), or (ii) Excluded Taxes. Promptly after Seller pays any taxes referred to in this Section 12.06, Seller will send Agent appropriate evidence of such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerpayment.

Withholding Taxes. All payments Each payment to be made by Borrower hereunder or the Guarantor under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will this Guaranty shall be made free and clear of, and without deduction deductions or withholding forof, or on account of, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever whatsoever nature now together with any liabilities (including penalties, interest and expenses) in respect thereof imposed or hereafter imposed by any jurisdiction (other than levied on or on behalf of the United States) government of Bermuda or by any political subdivision or taxing authority thereof or therein any authority or agency thereof having the power to tax (other than "Bermuda Withholding Taxes") unless such deduction or withholding is required by the laws of Bermuda or any province or political subdivision. If the United States) with respect to such payments (but excludingpayment of Bermuda Withholding Taxes is required, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein the Guarantor shall either: (i) measured pay any such additional amount to KCL as may be necessary to ensure that KCL receive and retain a net sum after such deduction, withholding or payment of Bermuda Withholding Taxes, equal to the sum that KCL would have received and retained had no such deduction or withholding of Bermuda Withholding Taxes been made or required to be made and promptly deliver to KCL the forms prescribed by or based on the net income or net profits relevant authority of Lender, such Bermuda Withholding Taxes; or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of Bermuda Withholding Taxes due to the relevant authority within the time provided thereunder, or within ten (10) days of demand therefore by KCL, in accordance with Applicable Law, without recourse against KCL, and deliver to KCL proof of payment of such TaxesBermuda Withholding Taxes within twenty (20) days of demand therefore by KCL. Guarantor hereby agrees to indemnify and hold harmless KCL on an after-tax basis, for any Bermuda Withholding Taxes that become payable and/or are paid by KCL in respect of any payment made by Guarantor under this Guaranty, KCL shall promptly notify the Guarantor of any Bermuda Withholding Taxes in respect of which it has paid or received an assessment or reassessment from any Bermuda taxing authority and for which the Guarantor is required to indemnify KCL and of the amount payable to KCL by the Guarantor, and the Guarantor shall indemnify KCL within ten (10) days of the receipt of such notice. KCL shall reasonably determine the amount payable to it. In the event KCL contests the assessment of any Bermuda Withholding Taxes for which it has received indemnification or reimbursement from the Guarantor under this Section 11, and such additional Bermuda Withholding Taxes are refunded to KCL by any Bermuda taxing authority, KCL shall repay, to the extent of such refund received by it, as determined after taking into account any tax detriments and benefits reasonably expected to be realized by KCL by reason of such refund and repayment, any amounts paid by the Guarantor under this Section 11. The Guarantor shall not be liable for and shall not reimburse or indemnify KCL for any present or future taxes, duties, assessments or charges of whatsoever nature together with any liabilities (including penalties, interest and expenses) in respect thereof imposed or levied by or on behalf of the government of Bermuda or any political subdivision thereof or any authority or agency therein or thereof having the power to tax to the extent that any such item is imposed or levied as may be necessary so that every a result of KCL (i) being organized under the laws of, being a resident in or being connected with Bermuda otherwise than by reason of the transactions contemplated by the Loan; or (ii) being a person who is not dealing at arm's length with the Guarantor. The Guarantor's obligations under this Section 11 shall survive the termination of this Guaranty and the payment of all amounts due payable under the other provisions of this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerGuaranty.

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed or levied by any jurisdiction (other than the United States) , or any state, local or foreign government or by any department, agency or other political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TaxesTAXES"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section SECTION 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; providedPROVIDED, howeverHOWEVER, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower Borrowers will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBorrowers.

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein), or (iii) to the extent that Borrowers are withholding amounts for any payment pursuant to the last sentence of this SECTION 16.15) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TaxesTAXES"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section SECTION 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; providedPROVIDED, howeverHOWEVER, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower Borrowers will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBorrowers. If any Assignee is a foreign corporation, foreign partnership, or foreign trust as defined in the IRC, Borrowers shall withhold from each payment to the Assignee such amounts as are required as U.S. withholding tax under Section 1441 or 1442 of the IRC unless such Assignee shall establish an exemption from, or reduction of, such withholding tax amount by submitting appropriate information as required by the IRC that is satisfactory to Borrowers. Borrowers shall remit to the U.S. Treasury any amounts withheld from payments to the Assignee pursuant to this provision.

Withholding Taxes. All payments made by either Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that no Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Each Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower.

Withholding Taxes. (a) All payments made by Borrower hereunder the Sellers or Guarantor to Buyer or any other Indemnified Person under any note will be made without setoff, counterclaim, or other defense, except as required the Repurchase Documents and by applicable law other than for Taxes (as defined below). All such payments will underlying obligors with respect to the Purchased Assets shall be made free and clear of, of and without deduction or withholding for, for or on account of any present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges of whatever nature now or hereafter and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any jurisdiction (Governmental Authority therewith or thereon, excluding income taxes, branch profits taxes, franchise taxes or any other than tax imposed on net income by the United States) , a state or by a foreign jurisdiction under the laws of which Buyer or such other Indemnified Person is organized or of its applicable lending office, or a state or foreign jurisdiction with respect to which Buyer or such other Indemnified Person has a present or former connection, or any political subdivision or taxing authority thereof or therein (other collectively, “Taxes”), all of which shall be paid by the Sellers for its own account not later than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")date when due. If any Taxes taxes are so levied required to be deducted or imposedwithheld from any amounts payable to Buyer and/or any other Indemnified Person, Borrower agrees to then Sellers or Guarantor shall (x) make such deduction or withholding, (y) pay the full amount of such Taxes, so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (z) pay to Buyer or other Indemnified Person such additional amounts as may be necessary so that every net payment of all amounts due made under this Agreement after deduction or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will Taxes (including any Taxes on such increase and any penalties) is not be less than the amount provided for herein; providedthat would have been paid absent such deduction or withholding (the amounts described in this clause (z), the “Additional Amount”). The foregoing obligation to pay Additional Amounts, however, that Borrower shall will not be apply with respect to (i) net income or franchise taxes, imposed on Buyer and/or any other Indemnified Person, with respect to payments required to increase be made by Seller under the Repurchase Documents, by a taxing jurisdiction in which Buyer and/or any such amounts payable to Lender other Indemnified Person is organized, conducts business or is paying taxes (as the case may be) or (ii) any U.S. federal withholding tax imposed on “withholdable payments” made after December 31, 2013 on a Transaction made after March 18, 2012, if the increase Buyer is a “foreign financial institution” that fails to comply with the requirements of section 1471(b) of the Code or a “non-financial foreign entity” that fails to comply with section 1472(b) of the Code, each as in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after effect on the date hereof, or Treasury regulations or administrative guidance promulgated thereunder. Promptly after any Seller or Guarantor pays any taxes referred to in this Section 12.06, the payment Sellers or Guarantor will send Buyer appropriate evidence of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerpayment.

Withholding Taxes. (a) All payments made by Borrower hereunder Sellers to Buyer or any other Indemnified Person under any note will be made without setoff, counterclaim, or other defense, except as required the Repurchase Documents and by applicable law other than for Taxes (as defined below). All such payments will Underlying Obligors with respect to the Purchased Assets shall be made free and clear of, of and without deduction or withholding for, for or on account of any present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges of whatever nature now or hereafter and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any jurisdiction (Governmental Authority therewith or thereon, excluding income taxes, branch profits taxes, franchise taxes or any other than tax imposed on net income by the United States) , a state or by a foreign jurisdiction under the laws of which Buyer or such other Indemnified Person is organized or of its applicable lending office, or a state or foreign jurisdiction with respect to which Buyer or such other Indemnified Person has a present or former connection, or any political subdivision or taxing authority thereof or therein (other collectively, “Taxes”), all of which shall be paid by Sellers for their own account not later than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")date when due. If any Taxes taxes are so levied required to be deducted or imposedwithheld from any amounts payable to Buyer and/or any other Indemnified Person, Borrower agrees to then Sellers shall (a) make such deduction or withholding, (b) pay the full amount of such Taxes, so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (c) pay to Buyer or other Indemnified Person such additional amounts (the “Additional Amount”) as may be necessary so that every net payment of all amounts due made under this Agreement after deduction or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will Taxes (including any Taxes on such increase and any penalties) is not be less than the amount provided for herein; providedthat would have been paid absent such deduction or withholding. The foregoing obligation to pay Additional Amounts, however, that Borrower shall will not be apply with respect to (i) net income or franchise taxes imposed on Buyer and/or any other Indemnified Person, with respect to payments required to increase be made by Sellers under the Repurchase Documents, by a taxing jurisdiction in which Buyer and/or any other Indemnified Person is organized, conducts business or is paying taxes (as the case may be). Promptly after Sellers pay any taxes referred to in this Section 12.06, Sellers will send Buyer appropriate evidence of such amounts payable to Lender payment, or (ii) any U.S. federal withholding tax imposed on “withholdable payments” made after December 31, 2012, if the increase Buyer is a “foreign financial institution” that fails to comply with the requirements of section 1471(b) of the Code or a “non-financial foreign entity” that fails to comply with section 1472(b) of the Code, each as in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after effect on the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerhereof, or Treasury regulations or administrative guidance promulgated thereunder.

Withholding Taxes. All payments made by Borrower hereunder or under ----------------- any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full ----- amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or ------------ deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to -------- ------- increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except (a) PAYMENTS FREE OF WITHHOLDING. Except as otherwise required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear ofsubject to Section 13.1(b) hereof, each payment by each Borrower and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due each Guarantor under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after the other Loan Documents shall be made without withholding or deduction for or on account of any present or future Indemnified Taxes. If any such withholding is so required, the relevant Borrower or Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such Indemnified Taxes (including any Indemnified Taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such Indemnified Taxes, will not be less than penalties or interest, the amount provided Borrowers shall reimburse the Administrative Agent or that Lender for herein; provided, however, that payment on demand in the currency in which such payment was made. If any Borrower shall not be required to increase or any Guarantor pays any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct Indemnified Taxes, penalties or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such payment withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Lender or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any Indemnified Taxes paid or payable by Borrowerit because of any Indemnified Taxes, penalties or interest paid by any Borrower or any Guarantor and evidenced by such a tax receipt, such Lender or Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to such Borrower or Guarantor, as applicable, such amount as such Lender or Administrative Agent determines is attributable to such deduction or withholding and which will leave such Lender or Administrative Agent (after such payment) in no better or worse position than it would have been in if the Borrower or Guarantor had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Lender and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or the Administrative Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 17.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower Borrowers will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBorrowers.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except The amounts payable as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change described in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or (“Payments”) will not be reduced on account of any Taxes unless required by Applicable Law. Takeda will deduct and withhold from the Payments made to Innate any Taxes that it is required by Applicable Law to deduct or withhold, 32 (“Withholding Taxes”), will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase and any such amounts payable deducted or withheld by Takeda will be treated as having been paid to Lender if Innate for purposes of this Agreement. While the increase correct application of the Withholding Taxes shall be the responsibility of Takeda, any such Withholding Taxes will be an expense of and borne by Innate. If any such Withholding Tax is assessed against, or paid (but in each case not withheld) by Takeda, then Innate will pay the relevant amount of such Withholding Tax to Takeda. In the event that a Governmental Authority retroactively determines that a payment made by Takeda to Innate under this Agreement should have been subject to Withholding Taxes (or to additional Withholding Taxes), and Takeda remits such Withholding Taxes to the Governmental Authority, including any interest and penalties that may be imposed thereon, at the option of Takeda, then Innate will pay the relevant amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes Withholding Tax (excluding any interest and penalties thereon which shall be borne by Takeda) to Takeda. Notwithstanding the foregoing, if Innate is due pursuant entitled under any applicable tax treaty to a reduction of rate of, or the elimination of, or recovery of, applicable law certified copies Withholding Tax, then it may deliver to Takeda or the appropriate Governmental Authority the prescribed forms necessary to reduce the applicable rate of tax receipts evidencing withholding or to relieve Takeda of its obligation to withhold tax. If Innate timely delivers to Takeda a validly executed form establishing a reduced rate or exemption from withholding, Takeda will apply the reduced rate of withholding, or not withhold, as the case may be, provided that Takeda is in receipt of evidence, in a form reasonably satisfactory to Takeda, for example Innate’s delivery of all applicable documentation at least two weeks prior to the time that the Payments are due. Takeda shall cooperate with, and reasonably assist, Innate to secure the exemption from Withholding Tax or the application of the most favorable rate of Withholding Tax, by notably providing Innate, sufficiently in advance of any Payment, with necessary instructions on all the forms, filings, and other actions to be taken by Innate to obtain such Withholding Tax exemption or reduced rate. For clarity, although Takeda agrees to provide reasonable assistance to Innate with forms and filings or other actions to obtain an applicable Withholding Tax exemption or reduced rate, the responsibility to complete and execute such forms and filings and take other actions that be required shall remain Innate’s responsibility. If, in accordance with the foregoing, Takeda withholds any amount, then it will pay to Innate the balance when due, make timely payment (or cause its agent to make timely payment) to the proper taxing authority of the withheld amount, and send Innate proof of such payment within days following that payment. In addition, provisions contained in this Section 4.5.5(a) (Withholding Taxes) shall apply mutatis mutandis to any Payment due by BorrowerInnate to Takeda under this Agreement.

Withholding Taxes. All (a) Each party is permitted to withhold all amounts required to be withheld or deducted on account of Tax under applicable Law (including the Ordinance) in respect of any payments hereunder, provided that the parties hereto agree that, if Asset Transferring Affiliate has furnished Buyer or Buyer Israeli Subsidiary a Valid Withholding Certificate, then the deduction and withholding of any Israeli Taxes shall be made in accordance with the provisions of such Valid Withholding Certificate. The parties hereto agree and acknowledge that Schedule 2.08(a) is, as of the date of this Agreement, a Valid Withholding Certificate of Asset Transferring Affiliate, provides for an exemption from Israeli withholding Taxes for all payment hereunder to be made to Asset Transferring Affiliate, and remains valid until March 31, 2024. In accordance with the foregoing, unless the certificate attached hereto as Schedule 2.08(a) has (i) expired by its terms and not been replaced by an equivalent certificate with an extended expiration date or (ii) been revoked by the ITA before the payment date, no withholding of Israeli Taxes is required, and no such withholding shall be made by Borrower Buyer or Buyer Israeli Subsidiary, in respect of any payment for the Transferred Assets. Buyer shall use reasonable efforts to deliver to Seller a schedule of expected withholding amounts with 30 written explanations for each timely before the Closing so as to permit Seller and Asset Transferring Affiliate to take all legally available actions to reduce or eliminate any such withholding. Buyer shall timely remit any amounts withheld and deducted hereunder or under to the applicable Taxing Authority and promptly furnish to Seller evidence of such remittance and shall notify Seller of any note will withholding required to be made without setoffpursuant to this Section 2.08(a) at least ten (10) calendar days after making the payment in respect of which such withholding was made. Each party shall reasonably cooperate with the other to reduce the amount of withholding Taxes imposed on amounts payable hereunder, counterclaimincluding by executing and filing any forms or certificates reasonably required to claim an available reduced rate of, or other defenseexemption from, except as required by applicable law other than for Taxes (as defined below)withholding Taxes. All such payments will amounts withheld in accordance with this Section 2.08(a) shall be treated as having been paid to Seller or Asset Transferring Affiliate, as applicable. (b) Any withholding made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction hereunder in New Israeli Shekels (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States“NIS”) with respect to such payments (but excludingmade hereunder in U.S. dollars, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or shall be calculated based on the net income or net profits representative U.S. dollar-NIS exchange rate last published by the Bank of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) Israel and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or known on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant actually made to the applicable law certified copies of tax receipts evidencing such payment payee. Any applicable currency conversion commissions will be borne by BorrowerXxxxx. Notwithstanding the foregoing, all amounts to be received by Seller hereunder are to be made in U.S. dollars and in the amount specified herein. Section 2.09.

Withholding Taxes. All Except as otherwise provided in this Agreement, any and all payments made by the Borrower or any Guarantor to or for the account of any Lender or the Agent hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will Loan Document shall be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, duties, levies, imposts, dutiesdeductions, feescharges, assessments or other charges withholdings, and all liabilities with respect thereto, excluding, in the case of whatever nature now each Lender or hereafter the Agent (as applicable), taxes imposed on or measured by any its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender (other than the United Statesor its Applicable Lending Office) or by the Agent (as the case may be) is organized, located, or doing business or any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excludingthereof, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change and excluding in the circumstances case of any Foreign Lender taxes arising as a result of such Lender's failure to comply with Section 14.22, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, duties, levies, imposts, dutiesdeductions, feescharges, assessments or other charges withholdings, and liabilities being hereinafter referred to collectively as "Taxes"). If the Borrower or any Guarantor shall be required by law to deduct any Taxes are from or in respect of any sum payable under any Loan Document to any Lender or the Agent (as applicable), (i) the sum payable shall be increased as necessary so levied that after making all required deductions (including, without limitation, deductions applicable to additional sums payable under this Section 5.6) such Lender or imposedthe Agent (as applicable) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower agrees to or any Guarantor, as applicable, shall make such deductions, (iii) the Borrower or any Guarantor, as applicable, shall pay the full amount of such Taxesdeducted to the relevant taxing authority or other authority in accordance with applicable law, and such additional amounts (iv) the Borrower or any Guarantor, as may be necessary so that every payment of all amounts due under this Agreement or under any noteapplicable, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date Agent the original or a certified copy of a receipt evidencing payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerthereof.

Withholding Taxes. (a) All payments made by Borrower the Company hereunder or and under any note Senior Note will be made without setoff, counterclaim, counterclaim or other defense. Except as provided in Section 14.02(b), except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excludingexcluding any tax, any tax levy, impost, duty, fee, assessment or other charge imposed by any jurisdiction on or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, a Holder or (ii) any other payee pursuant to the extent that such tax results from a change Laws of the jurisdiction in which it is organized or the circumstances of Lender, including a change jurisdiction in which the residence, place of organization, principal office or principal place of business of Lender, or a change in the branch or applicable lending office of Lender participating such Holder or other payee is located or any subdivision thereof or therein and any franchise tax imposed in the transactions set forth hereinlieu of a net income tax) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, Borrower the Company agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement the Senior Note Agreement, under the Other Agreements or under any noteSenior Note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase herein or in such amount payable results from Lender's own willful misconduct or gross negligenceSenior Note. Borrower The Company will furnish to Lender as promptly as possible the Holders within 45 days after the date the payment of any Taxes is due pursuant to applicable law Law certified copies of tax receipts evidencing such payment by Borrowerthe Company or such other evidence as shall be reasonably acceptable to the Holders. The Company agrees to indemnify and hold harmless each Holder, and reimburse such Holder upon its written request, for the amount of any Taxes so levied or imposed and paid by such Holder.

Withholding Taxes. All payments made by Borrower hereunder or The amount of any taxes required under applicable law to be withheld from any note interest payment on a Book-Entry Note will be made without setoffdetermined and withheld by the Participant, counterclaim, indirect participant in DTC or other defensePerson responsible for forwarding payments and materials directly to the beneficial owner of such Note. PROCEDURES UPON COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF OPTIONAL COMPANY'S RESET. Not less than 50 or more than 60 days before an EXERCISE OF Optional Reset Date as set forth in a Book-Entry Note, except the OPTIONAL RESET OR Company will notify the Trustee whether it is exercising its OPTIONAL option to reset the Interest Rate or Spread or Spread EXTENSION OF Multiplier, as required by applicable law other than the case may be, for Taxes (as defined below). All such payments will be made free Book-Entry Note, MATURITY: and clear ofif so, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by the new Interest Rate or based on Spread or Spread Multiplier, as the net income or net profits case may be, for such Book-Entry Note during the period from such Optional Reset Date to the next Optional Reset Date as set forth in such Book-Entry Note or, if there is no such next Optional Reset Date, to the Stated Maturity of Lender, or such Book-Entry Note (the "Subsequent Interest Period"); and (ii) to the extent that provisions, if any, for redemption of such tax results from a change in the circumstances of LenderBook-Entry Note during such Subsequent Interest Period, including a change in the residencedate or dates on which or the period or periods during which such redemption may occur during such Subsequent Interest Period. COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF OPTIONAL EXTENSION OF MATURITY. If the Company elects to exercise an option, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions as set forth hereinin a Book-Entry Note, to extend the Stated Maturity of such Note, it will so notify the Trustee no less than 50 or more than 60 days before the Stated Maturity of such Book-Entry Note, and will further indicate (i) the new Stated Maturity; (ii) the Interest Rate or Spread or Spread Multiplier, as the case may be, applicable to such extension period and all interest(iii) the provisions, penalties if any, for redemption of such Book-Entry Note during such extension period, including the date or similar liabilities with respect thereto dates on which or the period or 46 periods during which such redemption may occur during such extension period. TRUSTEE NOTICE TO DTC REGARDING COMPANY'S EXERCISE OF OPTIONAL EXTENSION OR RESET. Upon receipt of notice from the Company regarding the Company's exercise of either an optional extension of maturity or an optional reset, the Trustee will hand-deliver a notice to DTC not less than 40 days before the Optional Reset Date (all such non-excluded taxes, levies, imposts, duties, fees, assessments in which case a "Reset Notice") or other charges being referred to collectively as the old Stated Maturity (in which case an "TaxesExtension Notice"). If any Taxes are so levied , as the case may be, which Reset Notice or imposed, Borrower agrees to pay Extension Notice shall identify such Book-Entry Note by CUSIP number and shall contain the full amount information required by the terms of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBook-Entry Note.

Withholding Taxes. All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, Borrower shall comply with the penultimate sentence of this Section 16.5, “Taxes” shall mean, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")thereto. If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's ’s own willful misconduct or gross negligencenegligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law Applicable Law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by the Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will shall be made free and clear of, and without deduction reduction or withholding forfor or on account of, any present or future taxesTaxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority or other taxing authority excluding, in the case of each Lender, net income taxes imposed on such Lender by the jurisdiction (other than under the United States) laws of which such Lender is organized or by any political subdivision or taxing authority thereof or therein (other than such Taxes, excluding such net income taxes, the “Covered Taxes”). If any Covered Taxes are required to be withheld from any amounts payable to any Lender, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) all such amounts payable hereunder at the rates or in the amounts specified herein, provided that no Lender that has failed to deliver the forms required to be delivered pursuant to Section 7.3(b) shall be entitled to any payment under this Section 7.3(a) until such time as it delivers such forms. Whenever any Covered Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Lender a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Covered Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required documentary evidence, the Borrower shall indemnify each Lender for such Covered Taxes and any incremental Taxes that may become payable by any Lender as a result of any such failure. At least five (5) Business Days prior to the first date on which any payments, including discount or Fees, are payable hereunder for the account of any Lender, if such Lender is not organized under the laws of the United States, such Lender agrees to deliver to the Borrower two (2) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein duly completed copies of (i) measured by United States Internal Revenue Service Form W-8BEN or based on the net W-8EC1 {or successor applicable form) certifying that such Lender is entitled to receive payments hereunder without deduction or withholding of any United States federal income or net profits of Lender, taxes or (ii) United States Internal Revenue Service Form W-9 or substitute W-9 (or successor applicable form) to establish an exemption from United States backup withholding tax. Each Lender shall replace or update such forms as is necessary or appropriate to maintain any applicable exemption or as is requested by the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All (a) So long as the applicable Lender or Holder shall have complied with the provisions of Section 11.5(c) hereof, any and all payments made by Borrower hereunder or under any note will be made without setoffNote, counterclaim, Certificate or other defenseOperative Agreement shall be made, except as required by applicable law other than for Taxes (as defined below). All such payments will be made in accordance with the terms hereof and thereof, free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (other than taxes imposed on net income or profits of, or any branch or franchise taxes applicable to, the Agent, any Lender or any Holder) (y) by the jurisdiction under the laws of which the Agent, such Lender or such Holder, as the case may be, is organized or any political subdivision thereof and (z) in the case of each Lender and Holder, by the jurisdiction in which any lending office of such Lender or any office of such Holder from which Holder Advances are made is located or any political subdivision thereof (all such non-excluded taxes, levies, imposts, dutiesdeductions, feescharges, assessments or other charges withholdings and liabilities being hereinafter referred to collectively as "Non-Excluded Taxes"). If any obligor shall be required by law to deduct any Non-Excluded Taxes are from or in respect of any sum payable under any Operative Agreement or under any Note or Certificate to the Agent, any Lender or any Holder, so levied long as the applicable Lender or imposedHolder shall have complied with the provisions of Section 11.5(c) hereof, Borrower agrees to pay (i) the full amount of such Taxes, sum shall be payable by the Lessee and such additional amounts shall be increased as may be necessary so that every payment of after making all amounts due required deductions (including without limitation deductions applicable to additional sums payable under this Agreement Section), the Agent or under such Lender or such Holder, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Lessee will make such deductions and (iii) the Lessee will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If and to the extent that the Agent or any noteLender or any Holder subsequently shall be refunded or otherwise recover all or any part of such deduction, including any amount paid pursuant it shall refund to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the Lessee the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerso recovered.

Withholding Taxes. All payments made by Borrower hereunder The Grantee acknowledges that he or under any note she generally will be made without setoffrequired to recognize income for federal, counterclaimstate and/or local income tax purposes upon the grant of the Shares and that such income generally will be subject to withholding of tax by the Company. No later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the Award, the Grantee will pay to the Company or, if appropriate, any of its affiliates, or other defensemake arrangements satisfactory to the Committee regarding the payment of, except as any United States federal, state or local or foreign taxes of any kind required by applicable law other than for Taxes (as defined below). All such payments will to be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) withheld with respect to such payments amount. The Grantee may choose to make payment of such withholding amount by: (but excludinga) providing a cash payment in the form of a personal check or transfer of funds by wire payable to the Company, any tax imposed thereby receiving the total number of Shares granted; (b) a reduction in the Shares issued having a Fair Market Value equivalent to the applicable withholding amount calculated by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based the Company at the close of business on the date on which such Shares are granted, thereby resulting in a net income or net profits amount of Lender, Shares being issued to the Grantee to reflect such reduction; or (iic) a combination of a reduction in Shares having a Fair Market Value equivalent to the amount calculated by the Company at the close of business the date on which such shares are granted (thereby resulting in a net amount of Shares being issued to Grantee to reflect such reduction) plus any remaining withholding amount in a cash payment in the form of a personal check or transfer of funds by wire payable to the Company that satisfies the withholding obligations of the Grantee. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its affiliates shall, to the extent that such tax results from a change in permitted by law, have the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred right to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase deduct any such amounts payable taxes from any payment otherwise due to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerGrantee.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as This Award is generally taxable for purposes of United States federal income and employment taxes upon vesting based on the Fair Market Value on Vesting Date. To the extent required by applicable law federal, state or other than law, you shall make arrangements satisfactory to the Company for Taxes (as defined below). All such payments will be made free the payment and clear ofsatisfaction of any income tax, and without deduction social security tax, payroll tax, payment on account or other tax related to withholding forobligations that arise under this Award and, if applicable, any present or future taxes, levies, imposts, duties, fees, assessments or other charges sale of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than Shares of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")Common Stock. If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower The Company shall not be required to increase issue Shares of the Common Stock pursuant to this Award or to recognize any purported transfer of Shares of the Common Stock until such amounts payable obligations are satisfied. Unless otherwise agreed to Lender if by the increase in such amount payable results from Lender's own willful misconduct or gross negligenceCompany and you, these obligations will be satisfied by the Company withholding a number of Shares of Common Stock that would otherwise be issued under this Award that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations. Borrower will furnish to Lender For purposes of this Award, Fair Market Value means, as promptly as possible after the date the payment of any Taxes date, the value of a share of Intuit, Inc.’s common stock determined as follows: (i) if such common stock is due then quoted on the NASDAQ Global Market, its closing price on the NASDAQ Global Market on such date or if such date is not a trading date, the closing price on the NASDAQ Global Market on the last trading date that precedes such date; (ii) if such common stock is publicly traded and is then listed on a national securities exchange, the last reported sale price on such date or, if no such reported sale takes place on such date, the average of the closing bid and asked prices on the principal national securities exchange on which the common stock is listed or admitted to trading; (iii) if such common stock is publicly traded but is not quoted on the NASDAQ Global Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on such date, as reported by The Wall Street Journal, for the over-the-counter market; or (iv) if none of the foregoing is applicable, by the Board of Directors in good faith. You are ultimately liable and responsible for all taxes owed by you in connection with this Award, regardless of any action the Company takes or any transaction pursuant to applicable law certified copies this section with respect to any tax withholding obligations that arise in connection with this Award. The Company makes no representation or undertaking regarding the treatment of any tax receipts evidencing such payment by Borrowerwithholding in connection with the grant, issuance, vesting or settlement of this Award or the subsequent sale of any of the Shares of Common Stock underlying the Shares that vest. The Company does not commit and is under no obligation to structure this Award to reduce or eliminate your tax liability.

Withholding Taxes. All payments made Except as provided to the contrary in this Agreement, any taxes, levies or other duties paid or required to be withheld or deducted under the appropriate Swiss laws by Borrower hereunder or ADCT on account of monies payable to Genmab under any note this Agreement shall be deducted from the amount of monies otherwise payable to Genmab under this Agreement. Any such Swiss tax required to be withheld will be made without setoffan expense of and borne by Genmab with the exception of any non-Swiss tax related to the payments due to Genmab pursuant to Article 3 and arising by reason of ADCT’s, counterclaimAffiliates, sublicensee’s or its assignee’s tax residence. In the event that the payments due to Genmab pursuant to Article 3 are subject to mandatory non-Swiss withholding tax or other defensesimilar tax under applicable laws by reason of ADCT’s, except its Affiliate’s, sublicensee’s or its assignee’s tax residence, the relevant amounts otherwise due to Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosed. Genmab pursuant to Article 3, as applicable, shall be grossed up so that the amount received by Genmab after such non-Swiss withholding tax or similar tax is deducted shall be the full amount Genmab would have received in the absence of such non-Swiss withholding or other similar tax. ADCT shall secure and send to Genmab within a reasonable period of time proof of any such taxes, levies or other duties paid or required to be withheld by ADCT for the benefit of Genmab. The Parties shall cooperate reasonably with each other to ensure that any amounts required to be withheld are reduced in an amount to the fullest extent permitted by applicable law other than for Taxes (as defined below)law. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments Any penalties or other charges of whatever nature now or hereafter imposed by a governmental authority as a result of a failure by the withholding party to pay such taxes, levies or other duties shall be the responsibility of ADCT. Genmab will give ADCT any jurisdiction (information necessary to determine such taxes, levies or other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excludingduties. If applicable, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lenderno deduction shall be made, or (ii) no gross up shall be applied if Genmab furnishes a document from the appropriate governmental authorities to ADCT certifying that the payments are exempt from such taxes, levies or other duties or subject to reduced tax rates, according to the extent that such tax results from a change in applicable convention for the circumstances avoidance of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerdouble taxation.

Withholding Taxes. All payments made Regardless of any action the Company or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by Borrower hereunder you is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Furthermore, you acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Award, including, but not limited to, the grant, vesting, or payment of this Performance Share Award or the subsequent sale of Shares issued in payment of the Performance Share Award; and (b) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any note will aspect of your participation in the Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. If you are or become subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be made without setoffrequired to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, counterclaimvesting, or payment of the Performance Share Award or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from a Performance Share Award Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of Shares as described herein, for tax purposes, you shall be deemed to have been issued the full number of Shares due to you at vesting, notwithstanding that a number of Shares is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items withholding arising from the granting, vesting or payment of this Performance Share Award, the sale of Shares issued pursuant to the Performance Share Award or hypothetical withholding tax amounts if you are covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Shares received in payment of the vested Performance Share Award by you. Such open-market sale is on your behalf and at your direction pursuant to this authorization. Furthermore, the Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding arising from the granting, vesting, or payment of this Performance Share Award, or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by withholding from your wages, or other defensecash compensation paid to you by the Company and/or the Employer. If you are subject to the short-swing profit rules of Section 16(b) of the Act, except the Participant may elect the form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the Company shall deduct the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from the Performance Share Award Share Payout, or the Committee may determine that a particular method be used to satisfy any Tax Related Items withholding. Shares deducted from the payment of this Performance Share Award in satisfaction of Tax-Related Items withholding shall be valued at the Fair Market Value of the Shares received in payment of the vested Performance Share Award on the date as required of which the amount giving rise to the withholding requirement first became includible in your gross income under applicable tax laws. The Company may refuse to issue or deliver the Shares if you fail to comply with your Tax-Related Items obligations. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable law minimum statutory withholding amounts or other than for Taxes (as defined belowapplicable withholding rates, including maximum applicable rates in your jurisdiction(s). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) You shall pay to the extent that such tax results from a change in Company or the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If Employer any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as Tax-Related Items that the Company or the Employer may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase withhold that cannot be satisfied by the means previously described. If you are covered by a Company tax equalization policy, you also agree to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerequalization policy.

Withholding Taxes. All payments made by Borrower Borrowers agree to pay to Lender such additional amounts (collectively, the “Gross-up Amounts”) as are necessary in order that the net payment of any amount due hereunder or under any note will be made without setoffof the other Loan Documents to Lender, counterclaim, or other defense, except as required by applicable law other than after deduction for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, of any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter tax imposed by the United States or any other jurisdiction (other than subject, in either case, to the provisions of this Section 2.2.8), excluding Excluded Taxes of Lender, will be the amount that would be required to be paid hereunder or thereunder in the absence of such deduction or withholding. Lender shall provide Borrowers with a form prescribed by the United StatesStates Internal Revenue Service (currently, Form W-8ECI or Form W-8BEN) or by any political subdivision or taxing authority thereof or therein (other than of the certifying Lender’s exemption from United States) States withholding taxes with respect to all payments to be made to Lender under this Agreement and any other Loan Document at the date of such certificate, and if Lender fails to provide Borrowers with the prescribed form referred to in the preceding sentence, indicating that such payments (but excluding, any are not subject to United States withholding tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) are subject to the extent that such tax results at a rate reduced to zero by an applicable tax treaty, Borrowers may withhold taxes from payments to or for the account of Lender at the applicable statutory rate (as reduced by the applicable tax treaty, if any) and shall not be obligated to pay any additional amounts described in the first sentence of this Section in respect of the Loan; provided that this sentence shall be inapplicable to Lender in the event that Lender is not able to make the certification set forth in such prescribed form as a result of a change in United States federal income tax law, regulation or judicial or administrative interpretation occurring after the circumstances of Lender, including a change in the residence, place of organizationdate hereof, or principal place of business an amendment, modification or revocation of Lender, an applicable tax treaty or a change in any official position regarding the branch application or lending office of Lender participating interpretation thereof, in each case, occurring after the date hereof. In the event that Borrowers are obligated to pay any additional amounts described in the transactions set forth herein) and all interestfirst sentence of this Section in respect of the Loan, penalties Lender shall make commercially reasonable efforts to change the jurisdiction of its Applicable Lending Office if, in the reasonable judgment of Lender, doing so would eliminate or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees reduce Borrowers’ obligation to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will and would not be less than the amount provided for herein; provided, however, that Borrower shall not be required disadvantageous to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of LenderLender or any franchise tax, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence; provided, further, that no such reimbursement shall be required unless Lender determined that the amount of such Taxes exceeds the amount of any credit, allowance or deduction allowable to Lender as an offset against any taxes payable on behalf of Lender and in such event reimbursement shall not be required in any amount greater than such excess. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law Applicable Law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's ’s own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law Applicable Law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of a Lender, including a change in the residence, place of organization, or principal place of business of such Lender, or a change in the branch or lending office of such Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"”). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 17.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Agent for the benefit of the Lender Group if the increase in such amount payable results from Agent’s or a Lender's ’s own willful misconduct or gross negligence. Borrower Borrowers will furnish to the Lender Group as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBorrowers.

Withholding Taxes. All (a) Except as provided below in this Section 8.2, all payments made by Borrower hereunder or the Owner Trustee under this Agreement, any note will be made without setoffOperative Agreements, counterclaimthe Notes and the Certificates, or other defenseas the case may be, except as required by applicable law other than for Taxes (as defined below). All such payments will shall be made free and clear of, and without deduction or withholding forfor or on account of, any present or future taxesincome, levies, imposts, duties, fees, assessments stamp or other charges of whatever nature Taxes, now or hereafter imposed imposed, levied, collected, withheld or assessed by any court or Governmental Authority excluding Taxes measured by or imposed upon the overall net income of any Participant or its applicable lending office, or any branch or affiliate thereof, and all franchise Taxes or Taxes on the overall capital or net worth of any Participant or its applicable lending office, or any branch or affiliate thereof, in each case imposed in lieu of income Taxes, imposed: (i) by the jurisdiction (other than under the United States) Laws of which such Participant, applicable lending office, branch or by affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lenderthereof, or (ii) to by reason of any connection between the extent that jurisdiction imposing such tax results Tax and such Participant, applicable lending office, branch or affiliate other than a connection arising solely from a change in the circumstances of Lendersuch Participant having executed, including a change in the residence, place of organizationdelivered or performed its obligations, or principal place of business of Lenderreceived payment under or enforced, this Agreement, the Operative Agreements, the Notes, or a change in the branch or lending office of Lender participating in Certificates, as the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all case may be. If any such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as Taxes ("Non-Excluded Taxes"). If ) are required to be withheld from any Taxes are amounts payable to the Administrative Agent or any Participant hereunder or under the Notes or the Certificates, (A) the amounts so levied payable to the Administrative Agent or imposed, Borrower agrees such Participant shall be increased to pay the full amount of extent necessary to yield to the Administrative Agent or such Taxes, and such additional amounts as may be necessary so that every Participant (after payment of all Non-Excluded Taxes) interest or any such other amounts due under payable hereunder at the rates or in the amounts specified in this Agreement Agreement, the Notes or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinCertificates; provided, however, that Borrower the Owner Trustee shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not be required to increase any such amounts payable to Lender such Participant if such Participant is not organized under the increase in Laws of the United States of America or a state thereof and such amount Participant fails to comply with the requirements of paragraph (b) of this subsection whenever any Non-Excluded Taxes are payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender by the Owner Trustee, and (B) as promptly as possible after thereafter the date Owner Trustee shall send to the Administrative Agent for its own account or for the account of such Participant, as the case may be, a certified copy of an original official receipt received by the Owner Trustee showing payment thereof. If the Owner Trustee 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 Owner Trustee shall indemnify (with funds provided by the Lessee as Supplemental Rent) the Administrative Agent and any Participant for any incremental Taxes, interest or penalties that may become payable by the Administrative Agent or such Participant as a result of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerfailure.

Withholding Taxes. All payments made by Borrower Trinity hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will shall be made free and clear of, and without deduction or withholding forfor or on account of, any present Taxes, unless such 90 deduction or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed withholding is required by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")Law. If Trinity shall be required by Law to make any Taxes are so levied such deduction or imposedwithholding, Borrower agrees to then Trinity shall make such deduction or withholding and pay the full amount of such Taxes, and such additional amounts as may be necessary so in order that every payment of all amounts due under this Agreement the net amount received by the applicable Guaranty Party, after reduction by such deduction or under any note, withholding (including any amount paid such Taxes as a result of additional Taxes payable with respect to the receipt or accrual of amounts payable pursuant to this Section 16.5 sentence), shall be equal to the full amount that such Guaranty Party would have received, after deduction or withholding of Taxes, had Lessee discharged its obligations (including its tax gross-up obligations). Any amounts deducted or deduction withheld by Trinity for or on account of any TaxesTaxes shall be paid over to the government or taxing authority imposing such Taxes in accordance with applicable Law, will not be less than and Trinity shall provide the amount provided for herein; provided, however, that Borrower shall not be required applicable Guaranty Party as soon as practicable with such tax receipts or other official documentation with respect to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of such Taxes as may be available. Each Guaranty Party shall honor all reasonable requests from Trinity to file, or to provide Trinity with, such forms, statements, certificates or other documentation as shall enable such Guaranty Party or Trinity to claim a reduced rate of tax or exemption from tax with respect to any Taxes is due required to be borne by Trinity pursuant to applicable law certified copies of tax receipts evidencing this Section 11.7; provided that such payment by Borrower.Guaranty Party is legally entitled to complete, execute and file or provide such documentation and in such Guaranty Party's judgment such completion, execution or filing or provision would not have a material adverse effect on such Guaranty Party. * * * 91

Withholding Taxes. All payments made by Borrower hereunder or ----------------- under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the ------ full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any ------------ Taxes, will not be less than the amount provided for herein; provided, however, -------- ------- that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower. In the event that any Taxes are imposed on Lender, (i) Lender agrees to provide Borrower with such documentation as is reasonably requested by Borrower in order to establish an exception from or reduced rate of such Tax and (ii) to take such actions as Borrower reasonably requests to reduce the amount of such Taxes provided that such actions do not have an adverse impact on Lender, as determined in Lender's sole discretion.

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments assessments, or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, excluding any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, Lenders or (ii) ), to the extent that such tax results from a change in the circumstances of LenderLenders, including a change in the residence, place of organization, or principal place of business of LenderLenders, or a change in the branch or lending office of any Lender participating in the transactions set forth herein) and all interest, penalties penalties, or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments assessments, or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, Borrower agrees Borrowers agree to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any noteAgreement, including any amount paid pursuant to this Section 16.5 15.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender Lenders if the increase in such amount payable results from Lender's Lenders’ own willful misconduct or gross negligence. Borrower Borrowers will furnish to Lender Lenders, as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified Lenders’ request, copies of tax receipts evidencing such payment of Taxes by BorrowerBorrowers.

Withholding Taxes. All (a) Except as otherwise provided in this Agreement, any and all payments made by Borrower any Obligated Party to or for the account of any Lender or the Administrative Agent hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will Loan Document shall be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, duties, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments and all liabilities with respect thereto, excluding, in the case of each Lender and each Agent, taxes imposed on or other charges measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of whatever nature now which such Lender (or hereafter imposed by any jurisdiction (other than the United Statesits Applicable Lending Office) or by such Agent (as the case may be) is organized, located or doing business or any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, duties, levies, imposts, dutiesdeductions, feescharges, assessments or other charges withholdings, and liabilities being hereinafter referred to collectively as "Taxes"). If an Obligated Party shall be required by law to deduct any Taxes are from or in respect of any sum payable under any Loan Document to any Lender or Administrative Agent, (i) the sum payable shall be increased as necessary so levied that after making all required deductions (including deductions applicable to additional sums payable under this Section 6.6) such Lender or imposedsuch Agent receives an amount equal to the sum it would have received had no such deductions been made, Borrower agrees to (ii) the applicable Obligated Party shall make such deductions, (iii) the applicable Obligated Party shall pay the full amount of such Taxesdeducted to the relevant taxing authority or other authority in accordance with applicable law, and such (iv) the applicable Obligated Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. If the Borrower is required to pay additional amounts as may be necessary so that every payment to or for the account of all amounts due under this Agreement or under any note, including any amount paid Lender pursuant to this Section 16.5 after withholding 6.6, then such Lender will agree to use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or deduction for reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, is not materially disadvantageous in any material respect to such Lender. If the Administrative Agent or on account a Lender receives a refund in respect of any TaxesTaxes or other amounts paid by an Obligated Party pursuant to this Section6.6, will not be less than it shall promptly remit such refund (including any interest paid by the amount provided for hereinapplicable taxing authority in respect thereof) to the Obligated Party, net of all out-of-pocket expenses of such Agent or such Lender; provided, however, that Borrower shall not be the Obligated Party, upon request of such Agent or Lender, agrees promptly to return such refund (plus any interest paid by the applicable taxing authority in respect thereof) to such party in the event such party is required to increase any repay such amounts payable refund to the relevant taxing authority. Such Agent or Lender if shall provide the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment Obligated Party with a copy of any Taxes is due pursuant to applicable law certified copies notice or assessment from the relevant taxing authority requiring the repayment of tax receipts evidencing such payment by Borrower.refund. Section 6.7

Withholding Taxes. (a) All payments made by Borrower hereunder a Subsidiary Guarantor under or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will with respect to its Subsidiary Guaranty shall be made free and clear of, of and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of any jurisdiction from or through which payment is made or where the payor is located or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter "Taxes"), unless such Subsidiary ----- Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If such Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to a Subsidiary Guaranty, such Subsidiary Guarantor will be required to pay such additional amounts ("Additional Amounts") as may be necessary so that the net ------------------ amount received by each Holder after such withholding or deduction (including with respect to such Additional Amounts) will not be less than the amount provided for hereinthe Holder would have received if such Taxes had not been withheld or deducted; provided, however, that Borrower shall not no Additional Amounts will be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial --------------- owner to the extent such beneficial owner is subject to such Taxes by reason of its being connected with the British Virgin Islands or any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder or the enforcement of a Subsidiary Guaranty. The Subsidiary Guarantors will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligenceaccordance with applicable law. Borrower The Subsidiary Guarantors will furnish to Lender as promptly as possible the Holder of the Securities, within 30 days after the date the payment of any Taxes is due pursuant to applicable law law, certified copies of tax receipts evidencing such payment by Borrowerthe Subsidiary Guarantors. The Subsidiary Guarantors will upon written request of each Holder (other than an Excluded Holder), reimburse each such Holder for the amount of any Taxes so levied or imposed and paid by such Holder with respect to any reimbursement referred to above, but excluding any such Taxes on such Holder's net income, so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes (other than such Taxes on such Holder's net income) on such reimbursement had not been imposed.

Withholding Taxes. All payments made Regardless of any action the Company or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Omnibus Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by Borrower hereunder you is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Furthermore, you acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Award, including, but not limited to, the grant, vesting, or payment of this Performance Share Award or the subsequent sale of Shares issued in payment of the Performance Share Award; and (b) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any note will aspect of your participation in the Omnibus Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. If you are or become subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be made without setoffrequired to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, counterclaimvesting, or payment of the Performance Share Award or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from a Performance Share Award Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of Shares as described herein, for tax purposes, you shall be deemed to have been issued the full number of Shares due to you at vesting, notwithstanding that a number of Shares is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items withholding arising from the granting, vesting or payment of this Performance Share Award, the sale of Shares issued pursuant to the Performance Share Award or hypothetical withholding tax amounts if you are covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Shares received in payment of the vested Performance Share Award by you. Such open-market sale is on your behalf and at your direction pursuant to this authorization. Furthermore, the Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding arising from the granting, vesting, or payment of this Performance Share Award, or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by withholding from your wages, or other defensecash compensation paid to you by the Company and/or the Employer. If you are subject to the short-swing profit rules of Section 16(b) of the Act, except the Participant may elect the form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the Company shall deduct the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from the Performance Share Award Share Payout, or the Committee may determine that a particular method be used to satisfy any Tax Related Items withholding. Shares deducted from the payment of this Performance Share Award in satisfaction of Tax-Related Items withholding shall be valued at the Fair Market Value of the Shares received in payment of the vested Performance Share Award on the date as required of which the amount giving rise to the withholding requirement first became includible in your gross income under applicable tax laws. The Company may refuse to issue or deliver the Shares if you fail to comply with your Tax-Related Items obligations. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable law minimum statutory withholding amounts or other than for Taxes (as defined belowapplicable withholding rates, including maximum applicable rates in your jurisdiction(s). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) You shall pay to the extent Company or the Employer any amount of Tax-Related Items that such tax results from a change in the circumstances of Lender, including a change in Company or the residence, place of organization, or principal place of business of Lender, or a change in Employer may be required to withhold that cannot be satisfied by the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")means previously described. If any Taxes you are so levied or imposedcovered by a Company tax equalization policy, Borrower you also agrees to pay to the full amount Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerequalization policy.

Withholding Taxes. All payments made by Borrower hereunder or on account of any obligation of any Loan Party under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxesTaxes. In the event any such deduction or withholding of Taxes is required, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to applicable Loan Party shall pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment by or on account of all amounts due under this Agreement or any obligation of any Loan Party under any noteLoan Document, including any amount paid pursuant to this Section 16.5 16(a) after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower a Loan Party shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Agent’s or such Lender's ’s own willful misconduct or gross negligencenegligence or for breach in bad faith of such Person’s obligations hereunder or under any other Loan Document (as finally determined by a court of competent jurisdiction). Borrower The applicable Loan Party will furnish to Lender Agent as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law Law, certified copies of tax receipts evidencing such payment. Borrowers shall pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. If a Lender or Participant (or, in either case, any assignee thereof) is entitled to claim an exemption or reduction from United States withholding tax, such Lender or Participant agrees with and in favor of Agent, to deliver to Agent and the Company (or, in the case of a Participant, to the Lender granting the participation only) one of the following before receiving its first payment under this Agreement: if a Foreign Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of any Borrower (within the meaning of Section Exhibit 10.61 DIP Credit Agreement 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to any Borrower within the meaning of Section 864(d)(4) of the IRC (a “Portfolio Exemption Statement”), and (B) a properly completed and executed Internal Revenue Service Form W-8BEN or Form W-8IMY (with proper attachments); if a Foreign Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of Internal Revenue Service Form W-8BEN; if a Foreign Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of Internal Revenue Service Form W-8ECI; to the extent that a Foreign Lender or Participant is not the beneficial owner (including, for this purpose, a foreign partnership), executed originals of Internal Revenue Service Form W-8IMY, accompanied by Borrowera Form W-8ECI, W-8BEN, Portfolio Exemption Statement, Form W-9, and/or other certification documents from each beneficial owner, as applicable, in each case showing a complete exemption or reduction by the beneficial owner from U.S. withholding tax; or a properly completed and executed copy of any other form or forms, including Internal Revenue Service Form W-9, as may be required under the IRC or other Laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax. Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and promptly notify Agent (or, in the case of a Participant, the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction. In addition, any Lender if requested by the Borrowers or Agent shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or Agent as will enable the Borrowers or Agent to determine whether such Lender is subject to backup or other withholding or other information reporting requirements. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Agent and the Company (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller, and (B) other documentation reasonably requested by Agent and the Company sufficient for Agent and the 146 Exhibit 10.61 DIP Credit Agreement Company to comply with their obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements. If a Lender or Participant (or, in either case, any assignee thereof) is entitled to claim an exemption from, or reduction of, withholding tax in a jurisdiction other than the United States, such Lender or such Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms properly completed and executed, as may be required under the Laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, provided, however, that nothing in this Section 16(d) shall require a Lender or Participant to disclose any information (i) that would not otherwise be required by any applicable Law as a condition to exemption from, or reduction of, the withholding or backup withholding tax under such Law and (ii) that it deems to be confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and promptly notify Agent (or, in the case of a Participant, the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction. In addition, any Lender if requested by the Borrowers or Agent shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or Agent as will enable the Borrowers or Agent to determine whether such Lender is subject to backup or other withholding or other information reporting requirements. [Reserved]. If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant, such Lender or Participant agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrowers to such Lender or Participant. To the extent of such percentage amount, Agent will treat such Lender’s or such Participant’s documentation provided pursuant to Section 16(c) or 16(d) as no longer valid. With respect to such percentage amount, such Participant or Assignee may provide new documentation, pursuant to Section 16(c) or 16(d), if applicable. Each Borrower agrees that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto.

Withholding Taxes. All payments made by Borrower If any Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under any note this Agreement) deliver to Agent (and Agent will be made without setoff, counterclaim, exercise good faith diligent efforts to promptly deliver the same to Company) two executed copies of (i) Internal Revenue Service Form W-8 BEN or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than successor form specifying the applicable tax treaty between the United StatesStates and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8 ECI or applicable successor form evidencing that the income to be received by any political subdivision such 112 Lender hereunder is effectively connected with the conduct of a trade or taxing authority thereof or therein (other than of business in the United StatesStates or (iii) other evidence satisfactory to Agent that such Lender is exempt from United States income tax withholding with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinincome; provided, however, that Borrower such Lender shall not be required to increase deliver to Agent the aforesaid forms or other evidence with respect to (i) Advances to any Foreign Subsidiary which is or becomes a Permitted Borrower hereunder or (ii) with respect to Advances to Company or any Domestic Subsidiary which is or becomes a Permitted Borrower hereunder, if such Lender has assigned its interest in the Revolving Credit (including any outstanding Advances thereunder and participations in Letters of Credit issued hereunder) and any Notes issued to it by Company, or any Domestic Subsidiary (if any) which is or subsequently becomes a Permitted Borrower hereunder, to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies Agent. Such Lender shall amend or supplement any such amounts payable form or evidence as required to Lender if the increase in such amount payable results insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment Agent of any Taxes determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by Agent. In addition, from time to time upon the reasonable request and at the sole expense of the Borrowers, each Lender and Agent shall (to the extent it is due pursuant able to do so based upon applicable law certified copies facts and circumstances), complete and provide the Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow the Borrowers to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax receipts evidencing under Section 10.1(d) hereof (or with such payment by Borrowerwithholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the right and benefits (including without limitation economic benefits) available to such of Lender or Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated hereby.

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any noteAgreement, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower Borrowers will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by BorrowerBorrowers.

Withholding Taxes. (a) All payments made by Borrower hereunder or of principal of and interest on the Loans and the Letter of Credit Liabilities and of all fees and other amounts payable under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will the Loan Papers shall be made free and clear of, and without deduction or withholding forby reason of, any present or future taxes, levies, imposts, duties, feesimposts, assessments or other charges of whatever nature now levied or hereafter imposed by any jurisdiction Tribunal (other than any taxes imposed on the United States) taxable income of Administrative Agent or by any political subdivision Bank or taxing authority thereof any lending office of Administrative Agent or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed Bank by any jurisdiction in which Administrative Agent or by such Bank or any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all is located). If any such non-excluded taxes, levies, imposts, duties, feesimposts, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of will (i) make additional payments in such Taxes, and such additional amounts as may be necessary so that every net payment of principal of and interest on the Loans and the Letter of Credit Liabilities and of all other amounts due payable by it under this Agreement or under any notethe Loan Papers, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxessuch present or future taxes, levies, duties, imposts, assessments or other charges (including any tax imposed on or measured by taxable income of a Bank attributable to payments made to or on behalf of a Bank pursuant to this Section 2.19 and any penalties or interest attributable to such payments), will not be less than the amount provided for herein; provided, however, herein or therein absent such withholding or deduction (provided that Borrower shall not be required have any obligation to increase pay such additional amounts to any Bank to the extent that such amounts payable taxes, levies, duties, imposts, assessments or other charges are levied or imposed by reason of the failure of such Bank to Lender if comply with the increase provisions of Section 2.20), (ii) make such withholding or deduction and (iii) remit the full amount deducted or withheld to the relevant Tribunal in accordance with applicable Law. Without limiting the generality of the foregoing, Borrower will, upon written request of any Bank, reimburse each such Bank for the amount payable results from Lender's own willful misconduct of (A) such taxes, levies, duties, imports, assessments or gross negligence. other charges so levied or imposed by any Tribunal and paid by such Bank as a result of payments made by Borrower will furnish under or with respect to Lender as promptly as possible after the date Loans other than such taxes, levies, duties, imports, assessments and other charges previously withheld or deducted by Borrower which have previously resulted in the payment of the required additional amount to Bank, and (B) such taxes, levies, duties, assessments and other charges so levied or imposed with respect to any Taxes is due pursuant Bank reimbursement under the foregoing clause (A), so that the net amount received by such Bank (net of payments made under or with respect to applicable law certified copies the Loans and the Letter of tax Credit Liabilities) after such reimbursement will not be less than the net amount such Bank would have received if such taxes, levies, duties, assessments and other charges on such reimbursement had not been levied or imposed. Borrower shall furnish promptly to Administrative Agent for distribution to each affected Bank, as the case may be, upon request of such Bank, official receipts evidencing any such payment by Borrowerpayment, withholding or reduction.

Withholding Taxes. 16.1Payments. All payments made by Borrower hereunder or any Loan Party under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments Loan Document will be made free and clear of, and without deduction or withholding for, any present Taxes, except as otherwise required by applicable law, and in the event any deduction or future taxeswithholding of Taxes is required, leviesthe applicable Loan Party shall make the requisite withholding, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) promptly pay over to the extent that applicable Governmental Authority the withheld tax, and furnish to Agent as promptly as possible after the date the payment of any such Tax is due pursuant to applicable law, certified copies of tax results from a change in receipts evidencing such payment by the circumstances of LenderLoan Parties. Furthermore, including a change in the residence, place of organization, if any such Tax is an Indemnified Taxes or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are an Indemnified Tax is so levied or imposed, Borrower agrees the Loan Parties agree to pay the full amount of such Taxes, Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.5 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein; provided. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other Taxes upon Agent’s demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in Section 10.3) (collectively a “Tax Indemnitee”) for the full amount of Indemnified Taxes arising in connection with this Agreement or any other Loan Document or breach thereof by any Loan Party (including any Indemnified Taxes imposed or asserted on, howeveror attributable to, that Borrower shall not be required to increase any such amounts payable under this Section 16) imposed on, or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to Lender if have resulted from the increase in such amount payable results from Lender's own gross negligence or willful misconduct or gross negligenceof such Tax Indemnitee). Borrower will furnish to Lender as promptly as possible after The obligations of the date Loan Parties under this Section 16 shall survive the payment termination of any Taxes is due pursuant to applicable law certified copies this Agreement, the resignation and replacement of tax receipts evidencing such payment by BorrowerAgent, and the repayment of the Obligations.

Withholding Taxes. (a) All payments made by Borrower hereunder Seller to Buyer or any other Indemnified Person under any note will be made without setoff, counterclaim, or other defense, except as required the Repurchase Documents and by applicable law other than for Taxes (as defined below). All such payments will underlying obligors with respect to the Purchased Assets shall be made free and clear of, of and without deduction or withholding for, for or on account of any present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges of whatever nature now or hereafter and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any jurisdiction (Governmental Authority therewith or thereon, excluding income taxes, branch profits taxes, franchise taxes or any other than tax imposed on net income by the United States) , a state or by a foreign jurisdiction under the laws of which Buyer or such other Indemnified Person is organized or of its applicable lending office, or a state or foreign jurisdiction with respect to which Buyer or such other Indemnified Person has a present or former connection, or any political subdivision or taxing authority thereof or therein (other collectively, “Taxes”), all of which shall be paid by Seller for its own account not later than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")date when due. If any Taxes taxes are so levied required to be deducted or imposedwithheld from any amounts payable to Buyer and/or any other Indemnified Person, Borrower agrees to then Seller shall (x) make such deduction or withholding, (y) pay the full amount of such Taxes, so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (z) pay to Buyer or other Indemnified Person such additional amounts as may be necessary so that every net payment of all amounts due made under this Agreement after deduction or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will Taxes (including any Taxes on such increase and any penalties) is not be less than the amount provided for herein; providedthat would have been paid absent such deduction or withholding (the amounts described in this clause (z), the “Additional Amount”). The foregoing obligation to pay Additional Amounts, however, that Borrower shall will not be apply with respect to (i) net income or franchise taxes, imposed on Buyer and/or any other Indemnified Person, with respect to payments required to increase be made by Seller under the Repurchase Documents, by a taxing jurisdiction in which Buyer and/or any such amounts payable to Lender other Indemnified Person is organized, conducts business or is paying taxes (as the case may be) or (ii) any U.S. federal withholding tax imposed on “withholdable payments” made after December 31, 2012 on a Transaction made after March 18, 2012, if the increase Buyer is a “foreign financial institution” that fails to comply with the requirements of section 1471(b) of the Code or a “non-financial foreign entity” that fails to comply with section 1472(b) of the Code, each as in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after effect on the date the payment hereof, or Treasury regulations or administrative guidance promulgated thereunder. Promptly after Seller pays any taxes referred to in this Section 12.06, Seller will send Buyer appropriate evidence of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerpayment.

Withholding Taxes. All (a) Any and all payments made by the Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments Loan Document will be made free and clear of, and without deduction or withholding for, any present or future taxesTaxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed except as required by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")applicable law. If any Taxes are so levied applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or imposedwithholding of any Tax from any such payment by a Withholding Agent, Borrower agrees then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount of deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such TaxesTax is an Indemnified Tax, and such additional amounts then the sum payable by the Borrower shall be increased as may be necessary so that every after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Other Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. The Borrower will furnish to Lender the Administrative Agent as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies of tax receipts issued by the applicable Governmental Authority evidencing such payment of such Tax by the Borrower., a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to an amount payable under this Section 10.11, payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. For purposes of this Section 10.11, the term “applicable law” includes FATCA. (b) Each Agent shall deliver to the Borrower a properly completed and executed IRS Form W-9 on or prior to the date it becomes an Agent under this Agreement and at any other time reasonably requested by the Administrative Agent or the Borrower. If a Lender is entitled to claim an exemption from, or reduction of, United States withholding tax, Lender agrees with and in favor of the Administrative Agent and the Borrower, to deliver to the Administrative Agent whichever of the following is applicable: (i) if such Lender claims an exemption from United States federal withholding tax pursuant to the portfolio interest exception under Section 881(c) of the Code, (A) a statement of the Lender, signed under penalty of perjury, that it is not (I) a “bank” as described in Section 881(c)(3)(A) of the Code, (II) a 10.0% shareholder of the Borrower (within the meaning of Section 881(c)(3)(B) of the Code), or (III) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (B) a properly completed and executed IRS Form W-8BEN or W-8BEN-E (or successor form), as applicable, on or prior to the date it becomes a Lender under this Agreement and at any other time reasonably requested by Administrative Agent or the Borrower;

Withholding Taxes. All (a) Any and all payments made by the Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments Loan Document will be made free and clear of, and without deduction or withholding for, any present or future taxesTaxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed except as required by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")applicable law. If any Taxes are so levied applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or imposedwithholding of any Tax from any such payment by a Withholding Agent, Borrower agrees then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount of deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such TaxesTax is an Indemnified Tax, and such additional amounts then the sum payable by the Borrower shall be increased as may be necessary so that every after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Other Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. The Borrower will furnish to Lender the Administrative Agent as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies of tax receipts issued by the applicable Governmental Authority evidencing such payment of such Tax by the Borrower, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to an amount payable under this Section 10.11, payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. For purposes of this Section 10.11, the term “applicable law” includes FATCA.

Withholding Taxes. All Subject to Section 2.10(f), any and all payments made by the Borrower hereunder or under any note will the Notes shall be made without setoffmade, counterclaimin accordance with Section 2.09, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges and all liabilities with respect thereto, excluding, in the case of whatever nature now or hereafter each Lender Party and the Agent, net income taxes that are imposed by any jurisdiction (other than the United StatesStates and franchise taxes and net income taxes that are imposed on such Lender Party or the Agent by the state or foreign jurisdiction under the laws of which such Lender Party or the Agent (as the case may be) is organized or by any political subdivision thereof and, in the case of each Lender Party, franchise taxes and net income taxes that are imposed on such Lender Party by the state or taxing authority thereof foreign jurisdiction of such Lender Party's Applicable Lending Office or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, dutiesdeductions, feescharges, assessments or other charges withholdings and liabilities being hereinafter referred to collectively as "Taxes"). If the Borrower shall be required by law to deduct any Taxes are so levied from or imposedin respect of any sum payable hereunder or under any Note to any Lender Party or the Agent, Borrower agrees to pay (i) the full amount of such Taxes, and such additional amounts sum payable shall be increased as may be necessary so that every payment of after making all amounts due required deductions (including deductions applicable to additional sums payable under this Agreement Section 2.10) such Lender Party or under any notethe Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than (ii) the amount provided for herein; provided, however, that Borrower shall not be required make such deductions and (iii) the Borrower shall pay the full amount deducted to increase any such amounts payable to Lender if the increase relevant taxation authority or other authority in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to accordance with applicable law certified copies of tax receipts evidencing such payment by Borrowerlaw.

Withholding Taxes. All payments In the event that Buyer or Successor Entity, as applicable, reasonably determines after consultation with Seller that it is required by Law to withhold tax from any Commercialization Milestone Payment or Earn-Out Payment to Seller — Buyer or Successor Entity, as applicable, shall be entitled to deduct and withhold such tax and shall pay the amounts of such tax to the proper tax revenue authority in a timely manner in accordance with Law unless and until an exemption or reduction is granted by the applicable tax or revenue authority or Seller establishes that the applicable payment is no longer subject to withholding or is subject to a reduced rate of withholding. Each of Buyer or Successor Entity, as applicable, and Seller agrees to cooperate in claiming exemptions from such deductions or withholdings under any agreement or treaty from time to time in effect. If neither Party is permitted to claim an exemption from such deductions or withholdings, Buyer or Successor Entity, as applicable, may deduct the amount of tax required to be paid (which may include a reduced amount if a reduction is granted by the applicable tax or revenue authority) from the payment to be made by Borrower hereunder Buyer or under Successor Entity, as applicable, to Seller after notice in writing to Seller of such withholding. Within a reasonable amount of time after making such deduction, Buyer or Successor Entity, as applicable, shall provide to Seller copies of any note will be made without setoff, counterclaim, tax filing or other defensedocumentation evidencing such withholding. Any tax withheld shall be treated as having been paid by Buyer or Successor Entity, except as applicable, to Seller for all purposes of this Agreement. If it is determined by the applicable tax or revenue authority that Buyer or Successor Entity, as applicable, failed to make a withholding tax payment in connection with a Commercialization Milestone Payment, Earn-Out Payment or License/Transfer Payment, Seller will promptly pay to Buyer or Successor Entity, as applicable, the amount due to enable Buyer or Successor Entity, as applicable, to make the missed payment, provided that Buyer notifies Seller of such failure within 30 days of receiving notice of such failure from the applicable tax or revenue authority. If it is determined that Buyer or Successor Entity, as applicable, overpaid withholding tax and Buyer’s or Successor Entity’s, as applicable, assistance is required by applicable law other than to apply for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) a refund to the extent that applicable tax or revenue authority, Buyer or Successor Entity, as applicable, shall promptly apply for such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, refund and furnish such information or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts assistance as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase Seller, and any such amounts payable refund shall be paid to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment Seller within 5 days of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerreceipt thereof.

Withholding Taxes. (a) All payments made by Borrower hereunder or Kitty Hawk of principal of and interest on the Loans and the Letter of Credit Liabilities and of all fees and other amounts payable under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will the Loan Documents shall be made free and clear of, and without deduction or withholding forby reason of, any present or future taxes, levies, imposts, duties, feesimposts, assessments or other charges of whatever nature now levied or hereafter imposed by any jurisdiction Governmental Authority (other than any taxes imposed on the United States) overall net income of Agent or by any political subdivision Lender or taxing authority thereof any lending office of Agent or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed Lender by any jurisdiction in which Agent or by such Lender or any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all is located). If any such non-excluded taxes, levies, imposts, duties, feesimposts, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of Kitty Hawk will (i) make additional payments in such Taxes, and such additional amounts as may be necessary so that every net payment of principal of and interest on the Loans and the Letter of Credit Liabilities and of all other amounts due payable by it under this Agreement or under any notethe Loan Documents, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxessuch present or future taxes, levies, duties, imposts, assessments or other charges (including any tax imposed on or measured by net income of a Lender attributable to payments made to or on behalf of a Lender pursuant to this Section 3.5 and any penalties or interest attributable to such payments), will not be less than the amount provided for herein; provided, however, herein or therein absent such withholding or deduction (provided that Borrower Kitty Hawk shall not be required have any obligation to increase pay such additional amounts to any Lender to the extent that such amounts payable taxes, levies, duties, imposts, assessments or other charges are levied or imposed by reason of the failure of such Lender to comply with the provisions of Section 3.6), (ii) make such withholding or deduction and (iii) remit the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Without limiting the generality of the foregoing, Kitty Hawk will, upon written request of any Lender, reimburse each such Lender if for the increase in amount of (A) such amount payable results from Lender's own willful misconduct taxes, levies, duties, imports, assessments or gross negligence. Borrower will furnish to other charges so levied or imposed by any Governmental Authority and paid by such Lender as promptly as possible after a result of payments made by Kitty Hawk under or with respect to the date Loans other than such taxes, levies, duties, imports, assessments and other charges previously withheld or deducted by Kitty Hawk which have previously resulted in the payment of the required additional amount to Lender, and (B) such taxes, levies, duties, assessments and other charges so levied or imposed with respect to any Taxes is due pursuant Lender reimbursement under the foregoing clause (A), so that the net amount received by such Lender (net of payments made under or with respect to applicable law certified copies the Loans and the Letter of tax Credit Liabilities) after such reimbursement will not be less than the net amount such Lender would have received if such taxes, levies, duties, assessments and other charges on such reimbursement had not been levied or imposed. Kitty Hawk shall furnish promptly to Agent for distribution to each affected Lender, as the case may be, upon request of such Lender, official receipts evidencing any such payment by Borrowerpayment, withholding or reduction.

Withholding Taxes. (a) All payments made by Borrower hereunder a ----------------- Subsidiary Guarantor under or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will with respect to its Subsidiary Guaranty shall be made free and clear of, of and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of any jurisdiction from or through which payment is made or where the payor is located or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter "Taxes"), unless such Subsidiary Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If such Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to a Subsidiary Guaranty, such Subsidiary Guarantor will be required to pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder after such withholding or deduction (including with respect to such Additional Amounts) will not be less than the amount provided for hereinthe Holder would have received if such Taxes had not been withheld or deducted; provided, however, that Borrower shall not no Additional Amounts -------- ------- will be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner to the extent such beneficial owner is subject to such Taxes by reason of its being connected with the British Virgin Islands or any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder or the enforcement of a Subsidiary Guaranty. The Subsidiary Guarantors will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligenceaccordance with applicable law. Borrower The Subsidiary Guarantors will furnish to Lender as promptly as possible the Holder of the Securities, within 30 days after the date the payment of any Taxes is due pursuant to applicable law law, certified copies of tax receipts evidencing such payment by Borrowerthe Subsidiary Guarantors. The Subsidiary Guarantors will upon written request of each Holder (other than an Excluded Holder), reimburse each such Holder for the amount of any Taxes so levied or imposed and paid by such Holder with respect to any reimbursement referred to above, but excluding any such Taxes on such Holder's net income, so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes (other than such Taxes on such Holder's net income) on such reimbursement had not been imposed.

Withholding Taxes. (a) All payments made by any Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below)law. All In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxesTaxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change and in the circumstances event any deduction or withholding of LenderTaxes is required, including a change in each Borrower shall comply with the residence, place immediately following sentence of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"this Section 16(a). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.5 16(a) after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Agent or any Lender (i) that is not organized under the laws of the United States, if such Person fails to comply with the other requirements of this Section 16.11, or (ii) if the increase in such amount payable results from Agent’s or such Lender's ’s own willful misconduct or gross negligencenegligence (as finally determined by a court of competent jurisdiction). Each Borrower will furnish to Lender Agent as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by any Borrower.. In the event that Agent or any Lender receives a refund, reimbursement, or other form of relief from a taxing authority in respect of any Tax paid by Borrowers hereunder, Borrowers shall receive a credit, reimbursement, or comparable relief in the amount of such relief received by Agent or such Lender. “

Withholding Taxes. All payments made by Borrower hereunder or under ----------------- any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (ia) measured by or based on the net income or net profits of Lender, or (iib) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full ----- amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 14-17 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to -------- ------- increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

Withholding Taxes. All payments made by Borrower hereunder Seller shall be responsible for all federal taxes levied or under assessed arising from the sale to Buyer and Gigante Sub of the Acquired Shares in accordance with the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and its Regulations. Seller shall indemnify and hold Buyer harmless for Seller’s failure to pay any note will be made without setoffwages, counterclaimbenefits, taxes or other defensecompensation or amounts levied or assessed on Seller as a result of the sale of the Acquired Shares to Buyer. Seller will present to Buyer, except as required not later than the date of the Closing, a copy, certified by applicable law other than for Taxes a Mexican notary public, of the power of attorney granted by Seller to its Mexican tax representative in accordance with Articles 190 and 208 of the Mexican Income Tax Law (as defined belowLey del Impuesto Sobre la Renta). All such payments In addition, Seller will be made free and clear of(w) file, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction not later than 15 (other than the United Statesfifteen) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible days after the date on which it files the payment tax return, a notice, certified by a Mexican notary public, given by such Mexican tax representative to the Mexican Internal Revenue Service (Servicio de Administración Tributaria) stating that, in connection with the sale of any Taxes the Acquired Shares to Buyer, Seller has elected to be taxed on the gain determined by its Mexican tax representative, in accordance with Article 263 of the Regulations to the Mexican Income Tax Law (Reglamento de xx Xxx del Impuesto Sobre la Renta), (x) file, within 15 (fifteen) Business Days after the Closing Date, the tax return corresponding to the sale of the Acquired Shares, (y) file, within 30 (thirty) Business Days of the filing of the mentioned tax return, a tax report (Dictamen Fiscal por la venta de las acciones) prepared by an independent accountant authorized by the Mexican Internal Revenue Service (Servicio de Administración Tributaria), and (z) within 15 (fifteen) Business Days following the date on which said tax report is due pursuant so filed, deliver to applicable law certified Buyer copies of tax receipts evidencing such payment the documents described in clauses (x) and (y) above certified by Borrowera Mexican notary public.