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

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

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

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

Payments Free and Clear of Taxes. [In the event any Guarantor is organized under the laws of any jurisdiction other than any state of the United States or the District of Columbia, the following Section 7 shall be added to the Guaranty] [All payments required to whatsoever under this Guaranty will be made by such Guarantor hereunder shall be made to in lawful currency of the Beneficiaries United States of America (“Dollars”) or Euros in accordance with Section 22.9 of the Note Purchase Agreement free and clear of, and without liability or withholding or deduction forfor or on account of, any and all present and or future taxes, withholdings, levies, duties, and Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other governmental charges than the United States ("Taxes"or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), excluding unless the withholding or deduction of such income Tax is compelled by law. If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by a Guarantor under this Guaranty, such Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had pay to each Holder such additional amounts as may be necessary in order that the net amounts paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations such Holder pursuant to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries this Guaranty after such deduction, withholding or either payment (including without limitation any required deduction or withholding of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such Holder under the terms of this Guaranty before the assessment of such Tax, provided that no payment of any payments additional amounts shall be required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority for or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.on account of:

Payments Free and Clear of Taxes. (a) All payments required of principal, interest, fees and other amounts under this Agreement, the Notes or any other Loan Document or otherwise paid or payable to be made by Guarantor hereunder Agent (as used in this Section 2.17, Payments) shall be made to the Beneficiaries free and clear of, and without deduction forby reason of, Taxes, all of which shall be paid by the Borrower for its own account not later than the date when due. If the Borrower is required by law or regulation to deduct or withhold any Taxes from any Payment, it shall: (a) make such deduction or withholding; (b) pay the amount so deducted or withheld to the appropriate taxing authority not later than the date when due; (c) deliver to Agent, promptly and all present and future taxesin any event within fifteen (15) days after the date on which such Taxes become due, withholdings, levies, duties, original tax receipts and other governmental charges evidence satisfactory to Agent of the payment when due of the full amount of such Taxes; and ("d) pay to Agent or the affected Lender forthwith upon any request by Agent therefor from time to time, such additional amounts as may be necessary so that each Lender receives, free and clear of all Taxes"), excluding the full amount of such income Payment stated to be due under this Agreement, the Notes or any other Loan Document as if no such deduction or withholding had been made. The Borrower agrees to indemnify each Lender and franchise taxes thereof which would otherwise have been payable (i) the Agent for the full amount of Taxes paid by Borrower if TASL had paid such Lender or the Obligations to Borrower, or (ii) by Lender if Borrower or TASLAgent, as the case may be, had and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto (except for Taxes on the overall net income of such Lender or the Agent or any franchise Taxes in lieu thereof) without duplication of any amounts paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor Borrower pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor2.9(a).

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

Payments Free and Clear of Taxes. All payments required to whatsoever under this Guaranty will be made by such Guarantor hereunder shall be made to in lawful currency of the Beneficiaries United States of America (“U.S. Dollars”) free and clear of, and without liability or withholding or deduction forfor or on account of, any and all present and or future taxes, withholdings, levies, duties, and Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other governmental charges than the United States ("Taxes"or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), excluding unless the withholding or deduction of such income Tax is compelled by law. If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by a Guarantor under this Guaranty, such Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had pay to each Holder such additional amounts as may be necessary in order that the net amounts paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations such Holder pursuant to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries this Guaranty after such deduction, withholding or either payment (including without limitation any required deduction or withholding of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such Holder under the terms of this Guaranty before the assessment of such Tax, provided that no payment of any payments additional amounts shall be required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority for or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.on account of:

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

Payments Free and Clear of Taxes. All Any and all payments required to be made by Guarantor hereunder the Borrowers hereunder, under the Notes or under any other Loan Document shall be made to the Beneficiaries free and clear of, of and without deduction for, for any and all present and or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, dutiesimposts, deductions, charges, withholdings and other governmental charges (liabilities being hereinafter referred to as "Taxes"). If the Borrowers shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, excluding under the Notes or under any other Loan Document to any Lender or the Administrative Agent, (x) such income and franchise taxes thereof which would otherwise have been sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (iincluding withholdings or deductions applicable to additional sums payable under this Section 3.03) by Borrower if TASL had paid such Lender or the Obligations to Borrower, or Administrative Agent (ii) by Lender if Borrower or TASL, as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, had paid (y) the Obligations Borrowers shall make such withholdings or deductions, and (z) the Borrowers shall pay the full amount withheld or deducted to Lender, the relevant taxation authority or other authority in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

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

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

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

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

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

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

Payments Free and Clear of Taxes. All Any and all payments required to be made by Guarantor hereunder the Company hereunder, under the Notes or under any other Financing Document shall be made to the Beneficiaries free and clear of, of and without deduction for, for any and all present and or future taxes (including any excise taxes, withholdings), levies, dutiesimposts, deductions, charges, penalties, assessments, or withholdings, and other governmental charges ("Taxes")all liabilities with respect thereto, excluding such income excluding, in the case of each Lender, taxes imposed on its income, capital, profits or gains and franchise taxes thereof which would otherwise have been payable imposed on it, in each case by (i) the United States (including, without limitation, withholding taxes imposed by Borrower if TASL had paid the Obligations to BorrowerUnited States) including any authority, agency or instrumentality thereof, (ii) the jurisdiction in which such Lender’s office is located or (iii) the jurisdiction in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities not excluded by the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as “Taxes”). If the Company shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Financing Document to such Lender if Borrower or TASLthe Collateral Agent, (x) such gain payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 9.7) such Lender or the Collateral Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, had paid (y) the Obligations Company shall make such withholdings or deductions, and (z) the Company shall pay the full amount withheld or deducted to Lender, the relevant taxation authority or other authority in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

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

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

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

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

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

Payments Free and Clear of Taxes. All Any and all payments required to be made by Guarantor the Borrowers hereunder or under any Note or other document evidencing any Obligations shall be made to the Beneficiaries free and clear of, of and without deduction for, reduction for any and all present and or future taxes, levies, imposts, deductions, charges, withholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, deliver or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto excluding, in the case of each Lender and the Administrative Agent, taxes imposed on or measured by net income or overall gross receipts and capital and franchise taxes imposed on it by (i) the United States, except withholding taxes contemplated pursuant to Section 3.03(d)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's Lending Office is located or any political subdivision thereof or (iii) the Governmental Authority in which such Person is organized, managed and controlled or any political subdivision thereof (all such non-excluded taxes, levies, dutiesimposts, deductions, charges and other governmental charges (withholdings being hereinafter referred to as "Taxes"). Subject to the limitations in Section 3.03(e), excluding if the Borrowers shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any such income and franchise taxes thereof which would otherwise have been Note or document to any Lender or the Administrative Agent, (x) the sum payable to such Lender or the Administrative Agent shall be increased as may be necessary so that after making all required withholding or deductions (iincluding withholding or deductions applicable to additional sums payable under this Section 3.03) by Borrower if TASL had paid such Lender or the Obligations to Borrower, or (ii) by Lender if Borrower or TASLAdministrative Agent, as applicable, receives an amount equal to the case may besum it would have received had no such withholding or deductions been made, had paid (y) the Obligations Borrowers shall make such withholding or deductions and (z) the Borrowers shall pay the full amount withheld or deducted to Lender, the relevant taxation authority or other authority in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxesapplicable law. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such any Taxes shall be correctly or legally assertedapplicable after the date hereof, indemnify to such Beneficiary for payments by Borrowers made to the Applicable Lending Office of any Lender, such paymentsLender shall use its best efforts to make, together with any interestfund and maintain its Loans, penalties and expenses to make, fund and maintain its obligations in connection therewith plus interest thereon at with the lesser Letters of 10% Credit, through another Applicable Lending Office to such Lender in another jurisdiction so as to reduce the Borrowers' liability hereunder, if the making, funding or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds maintenance of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred Loans or obligations in connection therewith shall be paid by Guarantorwith the Letters of Credit through such other Applicable Lending Office of such Lender does not, in the reasonable judgment of such Lender, otherwise materially adversely affect such Loans, obligations under the Letters of Credit or such Lender.

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

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

Payments Free and Clear of Taxes. All Any and all payments required to be made by Guarantor the Borrowers hereunder or under any Note or other document evidencing any Obligations shall be made to the Beneficiaries free and clear of, of and without deduction for, reduction for any and all present and or future taxes, levies, imposts, deductions, charges, withholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto excluding, in the case of each Lender and the Administrative Agent, taxes imposed on or measured by net income or overall gross receipts and capital and franchise taxes imposed on it by (i) the United States, except withholding taxes contemplated pursuant to Section 3.03(d)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's Lending Office is located or any political subdivision thereof or (iii) the Governmental Authority in which such Person is organized, managed and controlled or any political subdivision thereof (all such non-excluded taxes, levies, dutiesimposts, deductions, charges and other governmental charges (withholdings being hereinafter referred to as "Taxes"). Subject to the limitations in Section 3.03(e), excluding if the Borrowers shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any such income and franchise taxes thereof which would otherwise have been Note or document to any Lender or the Administrative Agent, (x) the sum payable to such Lender or the Administrative Agent shall be increased as may be necessary so that after making all required withholding or deductions (iincluding withholding or deductions applicable to additional sums payable under this Section 3.03) by Borrower if TASL had paid such Lender or the Obligations to Borrower, or (ii) by Lender if Borrower or TASLAdministrative Agent, as applicable, receives an amount equal to the case may besum it would have received had no such withholding or deductions been made, had paid (y) the Obligations Borrowers shall make such withholding or deductions and (z) the Borrowers shall pay the full amount withheld or deducted to Lender, the relevant taxation authority or other authority in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxesapplicable law. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such any Taxes shall be correctly or legally assertedapplicable after the date hereof, indemnify to such Beneficiary for payments by Borrowers made to the Applicable Lending Office of any Lender, such paymentsLender shall use its best efforts to make, together with any interestfund and maintain its Loans, penalties and expenses to make, fund and maintain its obligations in connection therewith plus interest thereon at with the lesser Letters of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds Credit, through another Applicable Lending Office of such TaxesLender in another jurisdiction so as to reduce the Borrowers' liability hereunder, interestif the making, penalties and expenses, which refunds and any interest thereon shall be paid by funding or maintenance of such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred Loans or obligations in connection therewith shall be paid by Guarantorwith the Letters of Credit through such other Applicable Lending Office of such Lender does not, in the reasonable judgment of such Lender, otherwise materially adversely affect such Loans, obligations under the Letters of Credit or such Lender.

Payments Free and Clear of Taxes. All Any and all payments required to be made by Guarantor hereunder the Borrower hereunder, under the Notes or under any other Loan Document shall be made to the Beneficiaries free and clear of, of and without deduction for, or withholding for any and all present and or future taxes, withholdingslevies, leviesimposts, duties, fees, deductions, charges or withholdings, and other governmental charges all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent ("Taxes"i) taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (A) the United States except withholding taxes contemplated pursuant to Section 3.04(e)(ii)(C), excluding (B) the Governmental Authority of the jurisdiction in which such Lender’s office is located or (C) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof, and (ii) taxes (including income taxes and branch profits taxes) imposed on or measured by the Administrative Agent’s or each Lender’s overall net income and franchise taxes imposed as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision thereof which would otherwise have been payable or taxing authority thereof or therein (i) by Borrower if TASL had paid other than any such connection arising solely from the Obligations to BorrowerAdministrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, the Notes or any other Loan Document) (iiall such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender or the Administrative Agent, (x) by such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.04) such Lender if Borrower or TASL, the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, had paid (y) the Obligations Borrower shall make such withholdings or deductions, and (z) the Borrower shall pay the full amount withheld or deducted to Lender, the relevant taxation authority or other authority in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

Payments Free and Clear of Taxes. All payments required to be made by Guarantor either of the Guarantors hereunder shall be made to the Beneficiaries free and clear of, and without deduction forfor or on account of, any and all present and or future taxes, withholdingsvalue-added taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed (in all cases excluding income taxes) and other governmental charges all interest, penalties or similar liabilities with respect thereto (collectively, "TaxesAdditional Costs"); provided, excluding such income and franchise however, that anything herein contained to the contrary notwithstanding, neither Guarantor shall be required to pay withholding taxes thereof which in excess of the amount of withholding taxes that would otherwise have been be payable by a financial institution that is both (i) by Borrower if TASL had paid a resident of a country with which Mexico has entered into a treaty for the Obligations to Borrower, or avoidance of double taxation which is in effect in such country and (ii) registered with the Ministry of Finance and Public Credit of Mexico (the "SHCP") for purposes of Article 195(I) of the Mexican Income Tax Law (or any successor provision). Such withholding tax rate is currently 4.9%. If any Additional Costs are required by Lender if Borrower Law to be deducted or TASLwithheld from, or in respect of, any sum payable hereunder, each of the Guarantors agrees to pay, subject to the proviso in the immediately foregoing sentence, the full amount of such Additional Costs and such other additional amounts as may be necessary so that every payment of all amounts due hereunder, after withholding or deduction for or on account of any Additional Costs, will not be less than the amount provided for herein. Subject to the proviso in the first sentence of this Section 6.12, each of the Guarantors will furnish to the Administrative Agent, within sixty (60) days after the date the payment of any Additional Costs is due pursuant to applicable law, copies of tax forms evidencing such payment by such Guarantor, duly stamped by or on behalf of the SHCP or any other applicable Government Agency. Subject to the proviso in the first sentence of this Section 6.12, each of the Guarantors, as the case may be, had paid will indemnify and hold harmless the Obligations to Administrative Agent or any Tranche B Lender, in accordance with as the terms case may be, and reimburse the Administrative Agent or any Tranche B Lender, as the case may be, promptly upon its written request, for the amount of the Keep Well. Upon request any Additional Costs or other taxes described above which are levied or imposed on and paid by the Beneficiaries Administrative Agent or either of themany Tranche B Lender, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either as the case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantormay be.

Payments Free and Clear of Taxes. All payments required to be made by the Guarantor hereunder shall be made to the Beneficiaries Collateral Agent free and clear of, and without deduction or withholding for, any and all Guarantee — 4278941 Canada Inc. (2008) present and future taxesTaxes (excluding, withholdingsfor greater certainty, leviestaxes imposed on or measured by the net income or capital of the Collateral Agent by the jurisdiction under the laws of which it is organized or is resident or carries on business through a permanent establishment located therein or any political subdivisions thereof, dutiessuch taxes referred to herein as “Income Taxes”). If the Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder (excluding Income Taxes), (a) the sum payable shall be increased as much as shall be necessary so that after making all required withholdings and deductions (including withholdings and deductions applicable to additional sums payable under this Section 8) the Collateral Agent, as applicable, receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) the Guarantor shall make such withholdings and deductions, and (c) the Guarantor shall pay the full amount withheld or deducted to the relevant taxing or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with applicable law. Within thirty (30) days after the terms date of any payment of Taxes, the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary the Collateral Agent the original or a certified copy of a receipt evidencing payment thereof. The Guarantor hereby indemnifies and, within ten (10) days of demand therefor, shall pay the Collateral Agent for the full amount of Taxes (excluding Income Taxes but including any Taxes imposed by any jurisdiction on amounts payable by the Guarantor under this Section 8) paid by Guarantor pursuant to this Section 6 orthe Collateral Agent, if no Taxes are payable as appropriate, and any liability (including penalties, interest and expenses) arising therefrom or with respect to any payments required to be made by Guarantor hereunderthereto, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. In addition, indemnify such Beneficiary for such paymentsthe Guarantor agrees to pay when due any present or future Taxes that arise from any payment made under this Guarantee or under any other Loan Document or from the execution, together sale, transfer, delivery or registration of, or otherwise with any interestrespect to, penalties and expenses in connection therewith plus interest thereon at this Guarantee, the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds other Loan Documents and any interest thereon other agreements and instruments contemplated hereby or thereby (except for Income Taxes). The Collateral Agent agrees that, as promptly as reasonably practicable after it becomes aware of any circumstances referred to above which would result in additional payments under this Section 8, it shall be paid by such Beneficiary to notify the Guarantor within five (5) business days of receipt by such Beneficiary; provided, that thereof in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorwriting.

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

Payments Free and Clear of Taxes. All payments required to be made Each payment by the Subsidiary Guarantor hereunder under this Subsidiary Guarantee Agreement shall be made to the Beneficiaries made, under all circumstances, but only in so far as lawful, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction forfor or because of, any and all present and or future taxes, withholdingslevies, leviesimposts, duties, and other governmental charges fees, charges, deductions, assessments, withholding, restrictions or conditions of any nature whatsoever ("the “Covered Taxes"”) imposed, levied, collected, assessed or withheld by or within the jurisdiction of incorporation of (or if different, the jurisdiction in which the Subsidiary Guarantor is treated as resident for tax purposes), excluding such income or the jurisdiction from or through which payment is made by the Subsidiary Guarantor (the “Applicable Jurisdiction”). If the Subsidiary Guarantor does not pay, cause to be paid or remit payments due hereunder free from and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid clear of Covered Taxes then the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms Subsidiary Guarantor shall forthwith pay each holder of the Keep Well. Upon request Notes such additional amounts (the “Tax Indemnity Amounts”) as may be necessary in order that the net amount of every payment made to each holder of Notes, after provision for payment of such Covered Taxes (and any interest and penalties relating thereto and any United States federal income taxes payable by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable holder with respect to any payments required to be made by Guarantor hereundersuch Tax Indemnity Amounts), either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly equal to the amount which such holder would have received had there been no deduction, withholding or legally assertedother restriction or condition; provided that, indemnify such Beneficiary for such paymentswith respect to the Notes, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall the Subsidiary Guarantor be obligated to make payment of any Beneficiary be required Tax Indemnity Amount to expend its own funds any holder not resident in seeking any the United States in excess of the amount which the Subsidiary Guarantor would have been obligated to pay if (a) authorization could have been obtained under the double tax treaty between the United States and the Applicable Jurisdiction of the Subsidiary Guarantor, in force at the relevant time (the “US Treaty”) for the Subsidiary Guarantor to make the payment from which such refund Covered Taxes were deducted or withheld either without deduction or withholding of such Covered Taxes or with deduction or withholding of a lesser amount in respect of such Covered Taxes had the Notes held by such holder been beneficially owned at all relevant times by Persons who were resident in the United States for the purposes of the US Treaty, and provided(b) the Subsidiary Guarantor had made the minimum deduction or withholding which it would have been lawfully entitled to do pursuant to such authorization. Notwithstanding the provisions of this Section 7, further, that any expenses incurred in connection therewith no such Tax Indemnity Amounts shall be paid by Guarantor.payable for or on account of:

Payments Free and Clear of Taxes. All Any and all payments required to be made by Guarantor hereunder the Borrower hereunder, under the Notes or under any other Loan Document shall be made to the Beneficiaries free and clear of, of and without deduction for, for any and all present and or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Bank and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the juris diction in which such Lender's office or, to the extent that the imposition of taxes, levies, dutiesimposts, deductions, charges or withholdings results therefrom, any branch office of such Lender is located from which such Lender makes or maintains any extension of credit under this Agreement and other governmental charges (iii) the Governmental Authorities in those jurisdictions in which such Person is organized or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). Subject to Section 3.03(e), excluding if the Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender, any Issuing Bank or the Administrative Agent, (x) such income and franchise taxes thereof which would otherwise have been sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (iincluding withholdings or deductions applicable to additional sums payable under this Section 3.03) by Borrower if TASL had paid such Lender, such Issuing Bank or the Obligations to Borrower, or Administrative Agent (ii) by Lender if Borrower or TASL, as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, had paid (y) the Obligations Borrower shall make such withholdings or deductions, and (z) the Borrower shall pay the full amount withheld or deducted to Lender, the relevant taxation authority or other authority in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

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

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

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

Payments Free and Clear of Taxes. All Any and all payments required to be made by Guarantor hereunder the Borrowers hereunder, under the Notes or under any other Loan Document shall be made to the Beneficiaries free and clear of, of and without deduction for, or withholding for any and all present and or future taxes, levies, imposts, duties, fees, deductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on its net income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States, (ii) the Governmental Authority of the jurisdiction in which the Administrative Agent’s office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, dutiesimposts, deductions, charges, withholdings and liabilities, being hereinafter referred to as “Taxes”). If the Borrowers shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender, (t) such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.02) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (u) the Borrowers shall make such withholdings or deductions, and (v) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.

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

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

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

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

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

Payments Free and Clear of Taxes. All Any and all payments required to be made by Guarantor hereunder the Borrower hereunder, under the Notes or under any other Loan Document shall be made to the Beneficiaries free and clear of, of and without deduction for, or withholding for any and all present and or future taxes, withholdingslevies, leviesimposts, duties, fees, deductions, charges or withholdings, and other governmental charges all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent ("Taxes"i) taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (A) the United States except withholding taxes contemplated pursuant to Section 3.04(e)(ii)(C), excluding (B) the Governmental Authority of the jurisdiction in which such Lender’s office is located or (C) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof, and (ii) taxes (including income taxes and branch profits taxes) imposed on or measured by the Administrative Agent’s or each Lender’s overall net income and franchise taxes imposed as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision thereof which would otherwise have been payable or taxing authority thereof or therein (i) by Borrower if TASL had paid other than any such connection arising solely from the Obligations to BorrowerAdministrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, the Notes or any other Loan Document) (ii) all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by Lender if Borrower law to withhold or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for deduct any Taxes paid by Guarantor pursuant to this Section 6 orfrom or in respect of any sum payable hereunder, if no Taxes are payable with respect under the Notes or under any other Loan Document to any payments required to be made by Guarantor hereunderLender or the Administrative Agent, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to (x) such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes sum payable shall be correctly increased as may be necessary so that after making all required withholdings or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% deductions (including withholdings or the maximum lawful rate deductions applicable to additional sums payable under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.this

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

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

Payments Free and Clear of Taxes. All payments required to be made Each payment by any Guarantor hereunder shall be made to the Beneficiaries made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction forfor or because of, any and all present and or future taxes, withholdingslevies, leviesimposts, duties, and fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (hereinafter called "RELEVANT TAXES") imposed, levied, collected, assessed, deducted or withheld by the government of any country or jurisdiction (or any authority therein or thereof) other governmental charges than the United States of America from or through which payments hereunder or on or in respect of the Notes are actually made (each a "TaxesTAXING JURISDICTION"), excluding unless such income and franchise taxes thereof which would otherwise have been payable imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If a Guarantor is required by law to make any payment under this Guaranty subject to such deduction, withholding or other restriction or condition, then such Guarantor shall forthwith (i) pay over to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by Borrower if TASL had such Guarantor (including the full amount required to be deducted or withheld from or otherwise paid by such Guarantor in respect of the Obligations to Borrower, or Tax Indemnity Amounts (as defined below)); (ii) by Lender if Borrower pay each Holder such additional amounts ("TAX INDEMNITY AMOUNTS") as may be necessary in order that the net amount of every payment made to each Holder, after provision for payment of such Relevant Taxes (including any required deduction, withholding or TASL, as the case may be, had paid the Obligations to Lender, in accordance with the terms other payment of the Keep Well. Upon request by the Beneficiaries tax on or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to such Tax Indemnity Amounts), shall be equal to the amount which such holder would have received had there been no imposition, levy, collection, assessment, deduction, withholding or other restriction or condition. Notwithstanding the provisions of this SECTION 7, no such Tax Indemnity Amounts shall be payable for or on account of any payments tax, assessment or other governmental charge that is imposed or withheld by reason of the failure of the Holder to complete, execute and deliver to such Guarantor any form or document to the extent applicable to such Holder that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be made delivered by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of order to enable such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary Guarantor to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required make payments pursuant to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.this

Payments Free and Clear of Taxes. All Any and all payments required to be made by Guarantor hereunder the Borrower hereunder, under the Notes or under any other Loan Document shall be made to the Beneficiaries free and clear of, of and without deduction for, or withholding for any and all present and or future taxes, levies, imposts, duties, fees, deductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, dutiesimposts, deductions, charges, withholdings and other governmental charges (liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, excluding under the Notes or under any other Loan Document to any Lender or the Administrative Agent, (x) such income and franchise taxes thereof which would otherwise have been sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (iincluding withholdings or deductions applicable to additional sums payable under this Section 3.03) by Borrower if TASL had paid such Lender or the Obligations to Borrower, or Administrative Agent (ii) by Lender if Borrower or TASL, as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, had paid (y) the Obligations Borrower shall make such withholdings or deductions, and (z) the Borrower shall pay the full amount withheld or deducted to Lender, the relevant taxation authority or other authority in accordance with the terms of the Keep Well. Upon request by the Beneficiaries or either of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.]

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

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

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

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

Payments Free and Clear of Taxes. All Except as set forth below, all payments required to be made by each Guarantor hereunder shall be made to the Beneficiaries Administrative Agent, for the benefit of the Agents, the L/C Issuers and the Lenders, free and clear of, and without deduction for, any and all present and future taxesTaxes and other Taxes (but not Excluded Taxes). If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, withholdings(a) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SECTION 12.13) the Agents, leviesthe L/C 105 Issuers or the Lenders, dutiesas applicable, receive an amount equal to the sum they would have received had no such deductions been made, (b) such Guarantor shall make such deductions, and (c) such Guarantor shall pay the full amount deducted to the relevant taxing or other governmental charges ("Taxes"), excluding such income and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations to Lender, authority in accordance with Applicable Law. Notwithstanding the terms foregoing, no Guarantor should be required to pay any such additional amounts to an Agent, an L/C Issuer or a Lender with respect to any Taxes in respect of which the Keep Well. Upon request Borrowers would not be required to pay any additional amounts pursuant to SECTION 3.04 if such Taxes were withheld or deducted by the Beneficiaries or either Borrowers and the payment had been made by the Borrowers instead of themsuch Guarantor. Within thirty (30) days after the date of any payment of Taxes, each applicable Guarantor shall furnish to such Beneficiary the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. Except as set forth below, each Guarantor shall jointly and severally indemnify and, within ten (10) days of receipt of written demand therefor, pay the Administrative Agent, for the benefit of the Agents, the L/C Issuers and the Lenders, for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this SECTION 12.13) paid by Guarantor pursuant to this Section 6 orany Agent, if no Taxes are payable any L/C Issuer or any Lender, as appropriate, with respect to any payments required to be made payment by or on account of any obligation of a Guarantor hereunderhereunder and any penalties, either a certificate from each appropriate taxing authority interest and reasonable out-of-pocket expenses arising therefrom or an opinion of counsel acceptable to such Beneficiarywith respect thereto, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be were correctly or legally asserted. Notwithstanding the foregoing, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary a Guarantor shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary not be required to expend its own funds indemnify an L/C Issuer, a Lender or an Agent with respect to any Taxes in seeking respect of which the Borrowers would not be required to indemnify such L/C Issuer, Lender or Agent pursuant to SECTION 3.04 if the payment had been made by the Borrowers and such Taxes arose with respect to any payment by or on account of any obligation of the Borrowers. If an L/C Issuer, a Lender or an Agent receives a refund in respect of Taxes or Other Tax as to which it has been indemnified by the Guarantor, and which the Guarantors have paid, pursuant to this SECTION 12.13, it shall within thirty (30) days from the date of such receipt pay over such refund and providedto the Guarantor net of all out-of-pocket expenses of such L/C Issuer, furtherLender or Agent, that any expenses incurred in connection therewith shall be paid by Guarantoras applicable.

Payments Free and Clear of Taxes. [In the event any Guarantor is organized under the laws of any jurisdiction other than any state of the United States or the District of Columbia, the following Section 7 shall be added to the Guaranty] [All payments required to whatsoever under this Guaranty will be made by such Guarantor hereunder shall be made to in lawful currency of the Beneficiaries United States of America (“U.S. Dollars") free and clear of, and without liability or withholding or deduction forfor or on account of, any and all present and or future taxes, withholdings, levies, duties, and Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other governmental charges than the United States ("Taxesor any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction"), excluding unless the withholding or deduction of such income Tax is compelled by law. If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by a Guarantor under this Guaranty, such Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and franchise taxes thereof which would otherwise have been payable (i) by Borrower if TASL had pay to each Holder such additional amounts as may be necessary in order that the net amounts paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations such Holder pursuant to Lender, in accordance with the terms of the Keep Well. Upon request by the Beneficiaries this Guaranty after such deduction, withholding or either payment (including without limitation any required deduction or withholding of them, Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to this Section 6 or, if no Taxes are payable Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such Holder under the terms of this Guaranty before the assessment of such Tax, provided that no payment of any payments additional amounts shall be required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority for or an opinion of counsel acceptable to such Beneficiary, in either case stating that such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in the good faith belief that such taxes are owing, Guarantor will, upon demand of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantor.on account of:

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

Payments Free and Clear of Taxes. All The Company, for the benefit of the holders of the Notes agrees that in the event payments required to be made by Guarantor the Company, hereunder shall be made or in -26- 32 TUPPERWARE FINANCE COMPANY B.V. Note Purchase Agreement respect of the Notes to any holder are subject to any present or future tax, duty, assessment, impost, levy, withholding or other similar charge (a "Relevant Tax") imposed upon such holder by the Beneficiaries free and clear of, and without deduction for, government of any and all present and future taxes, withholdings, levies, duties, and country or jurisdiction (or any authority therein or thereof) other governmental charges than any tax based on or measured by net income imposed on any holder by the country in which such holder is domiciled (the "TaxesDomicile Country"), excluding from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction"), the Company, will pay to the holder such income and franchise taxes thereof which would otherwise have been payable additional amounts (ithe "Tax Indemnity Amount") by Borrower if TASL had as may be necessary in order that the net amounts paid the Obligations to Borrower, or (ii) by Lender if Borrower or TASL, as the case may be, had paid the Obligations such holder pursuant to Lender, in accordance with the terms of this Agreement or the Keep Well. Upon request Notes after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the Beneficiaries or either government of themthe Domicile Country), Guarantor shall furnish to such Beneficiary a receipt for any Taxes paid by Guarantor pursuant to provided that, notwithstanding the provisions of this Section 6 or22.3, if (1) in no Taxes are payable event shall the Company be obligated to pay any Relevant Tax with respect to any payments payment to any holder not resident in the United States in excess of the amount which the Company would have been obligated to pay if (i) authorization could have been obtained under any income tax treaty between the United States and the Taxing Jurisdiction in force at the relevant time for the Company to make such payment either without deduction or withholding of Relevant Taxes or with deduction or withholding of a lesser amount in respect of Relevant Taxes had the Notes held by such holder been beneficially owned at all relevant times by persons who were eligible in full for any benefits and exemptions available under such treaty with respect to interest received from the Company, assuming that the Company and such persons had made and obtained all relevant claims and authorizations required under such treaty, and (ii) the Company had made the minimum deduction or withholding of Relevant Taxes which it would have been lawfully entitled to do pursuant to such authorization; and (2) no such additional amounts shall be payable in respect of any Notes to a holder which is liable for such Relevant Tax in respect of such Notes by reason of such recipient being resident or being deemed to be made by Guarantor hereunder, either resident in such Taxing Jurisdiction or having a certificate from each appropriate taxing authority permanent establishment in such Taxing Jurisdiction or an opinion of counsel acceptable carrying on business or being deemed to carry on business in such Beneficiary, in either case stating that Taxing Jurisdiction or having some other business connection with such payment is exempt from or not subject to Taxes. If Taxes are paid by a Beneficiary in Taxing Jurisdiction other than the good faith belief that such taxes are owing, Guarantor will, upon demand mere holding of such Beneficiary, and whether or not such Taxes shall be correctly or legally asserted, indemnify such Beneficiary for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the lesser of 10% Notes or the maximum lawful rate under applicable law. Such Beneficiary shall thereafter cooperate in a commercially reasonable manner with Guarantor in seeking any refunds receipt of such Taxes, interest, penalties and expenses, which refunds and any interest thereon shall be paid by such Beneficiary to Guarantor within five (5) business days of receipt by such Beneficiary; provided, that in no event shall any Beneficiary be required to expend its own funds in seeking any such refund and provided, further, that any expenses incurred in connection therewith shall be paid by Guarantorincome therefrom.