Common use of Withholding Taxes Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Withholding Taxes. All payments made by Borrower hereunder or under any note Exchangeco covenants that it will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) pay additional amounts with respect to any dividends paid to a Canadian resident holder of Exchangeable Shares in the event that any withholding taxes other than Canadian Federal or Provincial taxes withheld at source ("non-Canadian withholding taxes") are imposed, directly or indirectly, in respect of such payments dividends. Such additional amounts shall be determined such that, on an after-tax basis, the Canadian resident holder has received the same amount that it would have received if no non-Canadian withholding taxes had been imposed, taking into account any increased (but excluding, any x) gross income tax imposed directly on such holder by the jurisdiction imposing such non-Canadian withholding taxes, (y) non-Canadian withholding tax and (z) Canadian income tax, in each case, in respect of such additional amounts after any jurisdiction reductions of income, credits or by deductions available to such holder arising as a result of such non-Canadian withholding taxes or any political subdivision or taxing authority thereof or therein payments made under this Section 6.1(h) (i) measured by or based on the net income or net profits of Lender, or (ii) and only to the extent that a net increase in tax is reasonably demonstrated by such holder). If gross income tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all jurisdiction imposing such non-excluded taxesCanadian withholding taxes is paid directly by a Canadian resident holder of Exchangeable Shares with respect to dividends on such Exchangeable Shares or any payments made under this Section 6.1(h), leviesExchangeco shall make a tax reimbursement payment to the Canadian resident holder of the Exchangeable Shares for any such taxes (whether such taxes are actually withheld, imposts, duties, fees, assessments paid by reason of notice received from a taxing authority or other charges being referred otherwise) not covered by additional amounts described above (and computed by treating the tax reimbursement payment for purposes of this section as an additional amount to collectively as "Taxes"which this section applies). If any Taxes are so levied or imposedNotwithstanding the foregoing, Borrower agrees to pay the full amount of such Taxes, and such additional amounts and tax reimbursement payments will not apply to the extent non-Canadian withholding taxes are imposed at a rate in excess of the withholding tax rate applicable to payments of dividends to individuals under the income tax treaty between the United States and Canada, or any successor treaty. Without limiting a Canadian resident holder's obligation to reasonably demonstrate a net increase in taxes imposed as may be necessary so that every payment described above, nothing contained herein shall require any Canadian resident holder of all amounts due under this Agreement the Exchangeable Shares to disclose any confidential or under any notepropriety information (including, including any amount paid pursuant to without limitation, its tax return). In no event shall anything in this Section 16.5 after withholding or deduction for or on account 6.1(h) require any Canadian resident holder of the Exchangeable Shares to arrange its tax affairs in any Taxes, will not be less than particular manner. This covenant shall survive the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligenceEffective Time. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.(i)

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

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

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

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

Withholding Taxes. All payments made by Borrower hereunder The Paying Agent shall exclude and withhold from each distribution of accrued interest on the Deposits (as defined in the Deposit Agreement) and any amount in respect of any Prepayment Withdrawal or under the Final Withdrawal any note will be made without setoff, counterclaim, or other defense, except and all withholding taxes applicable thereto as required by applicable federal law other than for Taxes (of the United States. The Paying Agent agrees to act as defined below). All such payments will be made free and clear ofwithholding agent and, and without deduction or withholding forin connection therewith, whenever any present or future taxes, levies, imposts, duties, fees, assessments taxes or other similar charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) are required to be withheld with respect to any amounts payable in respect of the Deposits (as defined in the Deposit Agreement) or the escrow amounts, to withhold such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on amounts and timely pay the net income or net profits of Lender, or (ii) same to the extent that such tax results from a change appropriate authority in the circumstances name of Lenderand on behalf of the Receiptholders, including a change in the residence, place of organization, that it will file any necessary withholding tax returns or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxesstatements when due, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any notethat, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date payment thereof, it will deliver to each such Receiptholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Receiptholder may reasonably request from time to time. The Paying Agent agrees to file any other information reports as it may be required to file under United States law. Each Receiptholder or beneficial owner of an interest in an Escrow Receipt that is a Non-U.S. Person, by its acceptance of an Escrow Receipt or a beneficial interest therein, agrees to indemnify and hold harmless the Escrow Agent and the Paying Agent from and against any improper failure to withhold Taxes from amounts payable to it or for its benefit other than an improper failure attributable to the gross negligence or willful misconduct of the Escrow Agent or the Paying Agent, as the case may be. The Paying Agent agrees, to the extent required by the Internal Revenue Code of 1986, as amended (the "Code"), and applicable federal regulations thereunder, to withhold from each payment due hereunder or under any Escrow Receipts, United States withholding taxes at the appropriate rate, and, on a timely basis, to deposit such amounts with the appropriate taxing authority and make such returns, filings and other reports in connection therewith as are required by the Code and as promptly as possible after the payment thereof to deliver to each such Receiptholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Receiptholder may reasonably request from time to time. In the event that any withholding tax is imposed on a payment to a Receiptholder, such tax shall reduce the amount otherwise distributable to the Receiptholder in accordance with this Section. Any Receiptholder which is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Receiptholder becomes a Receiptholder, (a) so notify the Paying Agent, (b) (i) provide the Paying Agent with Internal Revenue Service Form W-8BEN or W-8ECI, as appropriate (or any successor form), or (ii) notify the Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Receiptholder agrees by its acceptance of an Escrow Receipt, on an ongoing basis, to provide like certification for each taxable year and to notify the Paying Agent should subsequent circumstances arise affecting the information provided the Paying Agent in clauses (a) and (b) above. The Paying Agent shall be fully protected in relying upon, and each Receiptholder by its acceptance of an Escrow Receipt agrees to indemnify and hold the Paying Agent harmless against all claims or liability of any Taxes kind arising in connection with or related to the Paying Agent's reliance upon any documents, forms or information provided by any Receiptholder to the Paying Agent. In addition, if the Paying Agent has not withheld taxes on any payment made to any Receiptholder, and the Paying Agent is subsequently required to remit to any taxing authority any such amount not withheld, such Receiptholder shall return such amount to the Paying Agent upon written demand by the Paying Agent. The Paying Agent shall be liable only for direct (but not consequential) damages to any Receiptholder due pursuant to applicable law certified copies the Paying Agent's violation of tax receipts evidencing the Code and only to the extent such payment liability is caused by Borrowerthe Paying Agent's gross negligence or willful misconduct.

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

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

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

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

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

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

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

Withholding Taxes. All payments made (a) PAYMENTS FREE OF WITHHOLDING. Except as otherwise required by law and subject to Section 12.1(b) hereof, each payment by the Borrower hereunder and each Guarantor under this Agreement or under any note will the other Credit Documents shall be made without setoff, counterclaim, withholding for or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, on account of any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction taxes (other than overall net income taxes on the United Statesrecipient) imposed by or by within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")therein. If any Taxes are such withholding is so levied required, the Borrower or imposedrelevant Guarantor shall make the withholding, Borrower agrees to pay the full amount of such Taxes, withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amounts amount as may be necessary so to ensure that every payment the net amount actually received by each Bank and the Administrative Agent free and clear of all amounts due under this Agreement such taxes (including such taxes on such additional amount) is equal to the amount which that Bank or under the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any note, including Bank pays any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account in respect of any Taxessuch taxes, will not be less than penalties or interest the amount provided for herein; provided, however, that Borrower shall not be required to increase reimburse the Administrative Agent or that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or any Guarantor pays any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct taxes, penalties or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Bank or Administrative Agent on whose account such payment withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by Borrowerit because of any taxes, penalties or interest paid by the Borrower or any Guarantor and evidenced by such a tax receipt, such Bank or Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower or such Guarantor as applicable, such amount as such Bank or Administrative Agent determines is attributable to such deduction or withholding and which will leave such Bank or Administrative Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Administrative Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

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

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

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

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

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

Withholding Taxes. All payments made by Borrower Borrowers hereunder or under any note Note or other Credit Document will be made without setoff, counterclaim, or other defense. In addition, except as required by applicable law other than for Taxes (as defined below). All all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxesTaxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change and in the circumstances event any deduction or withholding of LenderTaxes is required, including a change in Borrowers shall comply with the residence, place next sentence of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"this Section 10.20(a). If any Taxes are so levied or imposed, Borrower agrees Borrowers agree to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement Agreement, any Note, or under any noteCredit Document, including any amount paid pursuant to this Section 16.5 10.20(a) after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower Borrowers shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Agent’s or such Lender's ’s own willful misconduct or gross negligencenegligence (as finally determined by a court of competent jurisdiction). Borrower Borrowers will furnish to Lender Agent as promptly as possible after the date the payment of any Taxes Tax is due pursuant to applicable law law, certified copies of tax receipts evidencing such payment by Borrower.Borrowers. Borrowers agree to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Credit Document. If a Lender or a Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender or such Participant agrees with and in favor of 116549.01103/127129470v.6 Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) one of the following before receiving its first payment under this Agreement: if such Lender or such Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio interest exception, (A) a statement of such Lender or such Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the Code, (II) a ten percent (10%) shareholder of any Borrower (within the meaning of Section 871(h)(3)(B) of the Code), or (III) a controlled foreign corporation related to any Borrower within the meaning of Section 864(d)(4) of the Code, and (B) a properly completed and executed IRS Form W-8BEN or Form W-8IMY (with proper attachments); if such Lender or such Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN; if such Lender or such Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender or such Participant, a properly completed and executed copy of IRS Form W-8ECI; if such Lender or such Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because such Lender or such Participant serves as an intermediary, a properly completed and executed copy of IRS Form W- 8IMY (with proper attachments); or a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the Code or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax. Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction. If a Lender or a Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or such Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms; provided, however, that nothing in this Section 10.20(d) shall require a Lender or Participant to disclose any information that it deems to be confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction. If a Lender or a Participant claims exemption from, or reduction of, withholding tax and such Lender or such Participant sells, assigns, grants a participation in, or such Lender, agree to repay the amount paid over to Borrowers (plus any penalties, interest or other 116549.01103/127129470v.6 otherwise transfers all or part of the Obligations to such Lender or such Participant, such Lender or such Participant agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations to such Lender or such Participant. To the extent of such percentage amount, Agent will treat such Lender’s or such Participant’s documentation provided pursuant to Section 10.20(c) or 10.20(d) as no longer valid. With respect to such percentage amount, such Participant or assignee may provide new documentation, pursuant to Section 10.20(c) or 10.20(d), if applicable. Borrowers agree that each Participant shall be entitled to the benefits of this Section 10.20 with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 10.20 with respect thereto. If a Lender or a Participant is entitled to a reduction in the applicable withholding tax, Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by Section 10.20(c) or 10.20(d) are not delivered to Agent (or, in the case of a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of any Lender or any Participant due to a failure on the part of such Lender or such Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant, such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to the Lender granting the participation only) under this Section 10.20, together with all costs and expenses (including attorneys’ fees and expenses). The obligation of Lenders and Participants under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section 10.20, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers under this Section 10.20 with respect to Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such a refund); provided, that Borrowers, upon the request of Agent or

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

Withholding Taxes. All payments made Except as provided in Section 10(c)(i), Borrower agrees that each payment paid by Borrower hereunder or Paying Agent under the Loan Certificates, and any other payment or indemnity paid by Borrower or Paying Agent to or for the benefit of a Lender under any note will Operative Agreement, shall be made without setoff, counterclaim, free of all withholdings or other defense, except as deductions with respect to Taxes of any nature unless the withholding or deduction is required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear ofLaw, and without if Borrower or Paying Agent is required by applicable Law to make any such withholding or deduction for any such payment, (1) Borrower shall (or withholding forcause Paying Agent on its behalf to) make all such withholdings or deductions, (2) if and to the extent that all or any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than portion of the United States) required withholdings or deductions constitutes Indemnified Withholding Taxes, the amount payable by Borrower shall be increased by Borrower so that, after Paying Agent makes all required withholdings or deductions, such Lender receives the same amount that it would have received had no such withholdings or deductions with respect to such payments Indemnified Withholding Taxes been made, with the amount payable by Borrower with respect to such Indemnified Withholding Taxes being calculated on an After-Tax Basis, and (but excluding3) Borrower shall (or cause Paying Agent on its behalf to) pay the full amount withheld or deducted to the relevant Taxing Authority in accordance with applicable Law. The term “Indemnified Withholding Taxes” shall mean, with respect to any tax Loan Certificate or other payment or indemnity paid by Borrower or Paying Agent to or for the benefit of a Lender under any Operative Agreement, withholding taxes imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of LenderU.S. Government, or (ii) but only to the extent that such tax results from that, as a result of a change in the circumstances of Lender, including a change in the residence, place of organization, law or principal place of business of Lender, regulation or interpretation thereof or a change in a tax treaty to which the branch or lending office United States is a party, in each case that occurs after the later of (x) the Borrowing Date applicable to such Loan Certificates and (y) the date the Lender participating in the transactions set forth herein) and all interestowning such Loan Certificates became a Lender, penalties or similar liabilities such withholding taxes become applicable with respect thereto to a payment by Borrower or Paying Agent to or for the benefit of the Lender (all such non-excluded taxesif none had previously been imposed or required) or the rate applicable to a previously imposed or required withholding tax is increased; provided that, leviesif the particular Lender is based in a jurisdiction other than an Accepted Jurisdiction, imposts, duties, fees, assessments the amount of Indemnified Withholding Taxes shall not exceed the amount of Indemnified Withholding Taxes that would be applicable if the Lender were based in an Accepted Jurisdiction or other charges being referred jurisdiction to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of which such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid Loan Certificates have been transferred solely pursuant to this Section 16.5 after withholding 10(c)(i). In the event that Indemnified Withholding Taxes become payable by Borrower as provided above, the Lender will, if possible and without any adverse consequences, transfer the Loan Certificates to another jurisdiction that is mutually acceptable to Borrower and such Lender so that either (1) no such Indemnified Withholding Taxes would be applicable to subsequent payments to or deduction for or the benefit of such Lender following such transfer (taking into account the provisions of Treas. Reg. § 1.881-3 and the limitation on account benefits provisions of any Taxes, will not be less than applicable tax treaty) or (2) the amount provided for herein; provided, however, that Borrower shall not be required rate of the Indemnified Withholding Taxes applicable to increase any subsequent payments to such amounts payable to Lender if following such transfer (taking into account the increase in such amount payable results from Lender's own willful misconduct or gross negligenceprovisions of Treas. Borrower will furnish to Lender as promptly as possible after Reg. § 1.881-3 and the date the payment limitation on benefits provisions of any applicable tax treaty) would not exceed the rate of the Indemnified Withholding Taxes is due pursuant applicable to payments to such Lender prior to such transfer and the applicable change in law certified copies of or regulation or the interpretation thereof or change in tax receipts evidencing such payment by Borrowertreaty.

Withholding Taxes. (a) All payments made by a Borrower hereunder to Lender or any other Indemnified Person under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will the Loan Documents shall be made free and clear of, of and without deduction or withholding for, for or on account of any present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges of whatever nature now or hereafter and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any jurisdiction Governmental Authority therewith or thereon (collectively, “Taxes”), all of which shall be paid by Borrowers for their own account not later than the date when due; provided, however, that Taxes shall not include (collectively, “Excluded Taxes”): (i) franchise taxes, (ii) any taxes (other than withholding taxes) that would not be imposed but for a connection between the United States) or by any political subdivision or taxing authority thereof or therein Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the United Statesactivities of the Lender pursuant to or in respect of this Agreement or any other Loan Document), (iii) with respect to such payments (but excluding, any tax taxes imposed by any jurisdiction on or by any political subdivision or taxing authority thereof or therein (i) measured by the Lender’s assets, net or based on the net income or net profits of Lendergross income, revenue, receipts, or profits (iiincluding “branch profits” taxes), (iv) any taxes arising after the date hereof solely as a result of or attributable to a Lender changing its lending office after the date such Lender becomes a party hereto, (v) any Excluded FATCA Tax and (vi) any taxes, deductions, withholdings or other governmental charges to the extent that such tax results from imposed as a change in result of the circumstances failure of a Lender, including a change in the residence, place of organization, or principal place of business of Lenderan Eligible Assignee, or a change in Participant, as applicable, to provide and keep current (to the branch extent legally able) any certificates, documents or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all other evidence required to qualify for an exemption from any such non-excluded taxes, leviesdeductions, imposts, duties, fees, assessments withholdings or other governmental charges being referred or required by Section 12.06(d) to collectively be furnished by such Lender, the Eligible Assignee, or Participant, as "Taxes")applicable. If any Taxes are so levied required to be deducted or imposedwithheld from any amounts payable to Lender and/or any other Indemnified Person, then the relevant Borrower agrees to shall (a) make such deduction or withholding, (b) pay the full amount of such Taxes, so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (c) pay to Lender or other Indemnified Person such additional amounts (the “Additional Amount”) as may be necessary so that every net payment of all amounts due made under this Agreement after deduction or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will Taxes (including any Taxes on such increase and any penalties) is not be less than the amount provided for herein; providedthat would have been paid absent such deduction or withholding. The foregoing obligation to pay Additional Amounts, however, that Borrower shall not be will not, for the sale of clarity, apply with respect to (i) net income or franchise taxes imposed on Lender and/or any other Indemnified Person, with respect to payments required to increase be made by a Borrower under the Loan Documents, by a taxing jurisdiction in which Lender and/or any such amounts payable other Indemnified Person is organized, conducts business or is paying taxes (as the case may be), or (ii) any U.S. federal withholding tax imposed on “withholdable payments” made after December 31, 2012 if Lender is a “foreign financial institution” that fails to Lender if comply with the increase requirements of section 1471(b) of the Code or a “non-financial foreign entity” that fails to comply with section 1472(b) of the Code, each as in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after effect on the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerhereof, or Treasury regulations or administrative guidance promulgated thereunder.

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

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

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

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

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

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

Withholding Taxes. All payments made (a) Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower hereunder under this Agreement or under any note will the other Loan Documents shall be made without setoff, counterclaim, withholding for or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, on account of any present or future taxes, levies, imposts, duties, fees, assessments other than taxes on the net income (or other charges franchise taxes in lieu thereof) of whatever nature now any Lender or hereafter the Administrative Agent imposed by any a jurisdiction in which such Lender or Administrative Agent is organized, maintains its principal office or the relevant Lending Office (other than the United States) or by any political subdivision of any such jurisdiction) (such nonexcluded taxes being referred to herein as “Taxes”). Except as otherwise provided in Section 13.1(b), if any withholding of Taxes is required, the Borrower shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such Taxes (including such Taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such Taxes, including penalties or interest, the Borrower shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made, except to the extent that any penalties or interest result from such Lender’s or the Administrative Agent’s gross negligence or willful delay. If the Borrower pays any such Taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) or, if such official receipt is not received from the relevant governmental authority, such other evidence of payment as may be reasonably acceptable to the Administrative Agent on or before the thirtieth day after payment. If any Lender or the Administrative Agent receives a refund in respect of any Taxes for which such Lender or the Administrative Agent has received payment from the Borrower hereunder, it shall promptly apply such refund (including any interest received by such Lender or the Administrative Agent from the taxing authority thereof or therein (other than of with respect to the United States) refund with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (iiTaxes) to the extent Obligations of the Borrower; provided that the Borrower, upon the request of such tax results from a change Lender or the Administrative Agent, agrees to reimburse such refund (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the circumstances of Lender, including a change in event such Lender or the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be Administrative Agent is required to increase any repay such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerrefund.

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

Withholding Taxes. All (a) With respect to any Loan as to which the Bank's Applicable Lending Office is located outside the United States, all payments made by the Borrower hereunder or to the Bank under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will this Agreement are to be made free and clear of, of any and without deduction or withholding for, any present or future all taxes, leviesduties, imposts, duties, fees, assessments withholdings or other charges deductions (the "Deductions") of whatever any nature now or hereafter imposed by any jurisdiction (other than the United States) States of America or by any political subdivision or taxing authority thereof or therein therein. If any Deduction is, by law, required to be made from any payment hereunder, then the Borrower shall (other than i) made such Deduction, (ii) pay the amount of such Deduction to the United Statesrelevant taxing authority and (iii) with pay to the Bank such additional amount as will result in receipt by the Bank of a net amount equal to the amount the Bank would have received hereunder had no such Deduction been required, provided that the Borrower shall not be required to pay any such additional amount (A) in respect to such payments (but excluding, of any tax imposed on the net income of the Bank by any the jurisdiction under the laws of which the Bank is organized or by where its principal place of business or Applicable Lending Office is located, or any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lendertherein, or (iiB) to the extent that such tax results Deduction is required as a result of the Bank's failure to comply with its obligations pursuant to Section 8.5(b) hereof. In the event such Deduction is so required to be made from a change in any payment hereunder, the circumstances of LenderBorrower shall, including a change in as soon as practicable, deliver to the residence, place of organization, or principal place of business of Lender, or a change in Bank any receipts issued by the branch or lending office of Lender participating in relevant taxing authority evidencing the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such TaxesDeduction and its payment. (b) The Bank agrees to complete and deliver to the Borrower, and such additional amounts as may be necessary so that every prior to the date on which the first payment of all amounts to the Bank is due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.Loan made hereunder and (so long

Withholding Taxes. All payments made Except as otherwise required by law and subject to Section 16.3 hereof, each payment by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due Guarantors under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after the Other Documents shall be made without withholding or deduction for or on account of any Taxespresent or future taxes (other than income taxes or similar levies on or incurred by the recipient) imposed by or within the jurisdictions in which Borrower or Guarantors are domiciled, will not be less than any jurisdiction from which Borrower or Guarantors make any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding or deduction is so required, Borrower or Guarantors, as applicable, shall promptly upon becoming aware that such withholding or deduction is necessary, notify the Agent and shall make the withholding or deduction, pay the amount provided for hereinwithheld to the appropriate Governmental Body before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by Agent and each Lender free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Agent or such Lender (as the case may be) would have received had such withholding or deduction not been made; provided, howeverthat, that the lenders have complied with Section 16.3(f) hereof. Within thirty (30) days of paying any amount withheld or deducted on account of tax, Borrower shall not be required deliver to increase the Agent evidence (reasonably satisfactory to the Agent) that the appropriate payment has been paid to the relevant tax authority. If the Agent or any Lender pays any amount in respect of any such amounts payable to taxes, penalties or interest, Borrower and Guarantors shall reimburse the Agent or such Lender if for that payment on demand in the increase currency in which such amount payable results from Lender's own willful misconduct payment was made, unless any such taxes, penalties or gross negligence. Borrower will furnish to Lender interest are imposed as promptly as possible after the date the payment a result of any Taxes is due pursuant Lender’s failure to applicable law certified copies of comply with Section 16.3(f) hereof. If Borrower or Guarantors pay any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Agent or Lender on whose account such payment by Borrowerwithholding was made (with a copy to the Agent if not the recipient of the original) on or before the thirtieth day after payment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Withholding Taxes. (a) All payments made by the Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will shall be made free and clear of, and without deduction reduction or withholding forfor or on account of, any present or future taxesTaxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority or other taxing authority excluding, in the case of each Lender, net income taxes imposed on such Lender by the jurisdiction (other than under the United States) laws of which such Lender is organized or by any political subdivision or taxing authority thereof or therein (other than such Taxes, excluding such net income taxes, the “Covered Taxes”). If any Covered Taxes are required to be withheld from any amounts payable to any Lender, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) all such amounts payable hereunder at the rates or in the amounts specified herein, provided that no Lender that has failed to deliver the forms required to be delivered pursuant to Section 7.3(b) shall be entitled to any payment under this Section 7.3(a) until such time as it delivers such forms. Whenever any Covered Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Lender a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Covered Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required documentary evidence, the Borrower shall indemnify each Lender for such Covered Taxes and any incremental Taxes that may become payable by any Lender as a result of any such failure. At least five (5) Business Days prior to the first date on which any payments, including discount or Fees, are payable hereunder for the account of any Lender, if such Lender is not organized under the laws of the United States, such Lender agrees to deliver to the Borrower two (2) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein duly completed copies of (i) measured by United States Internal Revenue Service Form W-8BEN or based on the net W-8ECI (or successor applicable form) certifying that such Lender is entitled to receive payments hereunder without deduction or withholding of any United States federal income or net profits of Lender, taxes or (ii) United States Internal Revenue Service Form W-9 or substitute W-9 (or successor applicable form) to establish an exemption from United States backup withholding tax. Each Lender shall replace or update such forms as is necessary or appropriate to maintain any applicable exemption or as is requested by the Borrower. ARTICLE VIII CONDITIONS TO BORROWING The making of the Loans hereunder is subject to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrowerfollowing conditions precedent: 22 SECTION 8.1.

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

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

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

Withholding Taxes. All payments made Executive acknowledges the existence of federal, state, local and foreign income tax and employment tax withholding obligations with respect to the Restricted Stock and agrees that such obligations must be met. If Executive properly elects, within the period permitted under Section 83(b) of the Code after the date on which the shares of Restricted Stock are transferred to Executive, to be taxed with respect to all or any portion of such shares as of the date of transfer rather than the date or dates upon which Executive would otherwise be taxable under Section 83(a) of the Code, Executive shall file a copy of such election with Newmont within the period prescribed by Borrower hereunder or the Treasury Regulations promulgated under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear ofSection 83(b) of the Code, and without deduction or withholding for, Executive agrees to pay to Newmont in cash at the time of such election any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) taxes required to be withheld with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to shares. To the extent that the immediately preceding sentence does not apply, upon the expiration or termination of the Vesting Period or any portion thereof with respect to shares of Restricted Stock (such tax results from a change in shares, the circumstances “Vested Stock”), Executive hereby (a) directs Newmont to deliver on behalf of Lender, including a change in the residence, place of organizationExecutive to Mellon Investor Services, or principal place of business of Lenderits successors or assigns, or such other entity that may be designated by Newmont for such purpose from time to time (the “Designated Entity”), the number of shares of Vested Stock that will result in proceeds at least equal to the amount of any withholding taxes due in respect of the vested Restricted Stock, and (b) directs the Designated Entity (or its designated broker) to sell such shares on behalf of Executive and to deliver to Newmont a change in portion of the branch or lending office of Lender participating in proceeds from such sale equal to the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and withholding taxes in respect of such additional amounts as may be necessary so that every payment of all amounts due under this Agreement Vested Stock (or under any note, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinportion thereof); provided, however, that Borrower if the Newmont Committee determines that such a sale of shares of vested Restricted Stock would or may be prohibited by Newmont’s Stock Trading Policy or by any applicable law, regulation or rule, such shares shall not be sold in the manner described above but instead shall be withheld by Newmont and returned to Newmont’s Treasury Account in satisfaction of such applicable withholding taxes (based on the minimum statutory tax withholding rates that are applicable to supplemental taxable income); provided further, however, that, in lieu of any such sale or retention of shares, Executive may elect to pay any such taxes to Newmont in cash by filing written notice of such election with Newmont not less than five (5) days prior to the date any shares of Restricted Stock become Vested Stock and remitting such payment to Newmont not later than such date. Notwithstanding the foregoing, to the extent any such taxes are required by law to be withheld with respect to Restricted Stock prior to the end of the Vesting Period, Executive shall be required to increase any pay to Newmont in cash the amount of such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as taxes promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment following written notice thereof by BorrowerNewmont.

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

Withholding Taxes. (a) All payments made by Borrower hereunder or on behalf of any foreign Subsidiary Guarantor under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments with respect to a Subsidiary Guarantee will be made free and clear of, and without withholding or deduction for, or withholding foron account of, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as "(including, without limitation, penalties and interest and other similar liabilities related thereto) (“Taxes")”) unless required by law. If any deduction or withholding for, or on account of, any Taxes are so imposed or levied by or imposedon behalf of any jurisdiction in which the paying foreign Subsidiary Guarantor is then incorporated, Borrower agrees organized, engaged in business for tax purposes or resident for tax purposes, or any political subdivision or governmental authority thereof or therein having power to pay the full amount tax or any jurisdiction from or through which payment is made by or on behalf of such TaxesSubsidiary Guarantor (each such jurisdiction, and whether or not it actually imposes any such deduction or withholding, a “Tax Jurisdiction”), will at any time be required to be made from any payments made by or on behalf of such Subsidiary Guarantor under or with respect to a Subsidiary Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, such Subsidiary Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary so in order that every payment the net amounts received in respect of all amounts due under this Agreement or under any note, such payments (including any amount paid pursuant to this Section 16.5 payments of Additional Amounts) after such withholding or deduction for will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or on account of any Taxes, will not be less than the amount provided for hereindeduction; provided, however, that Borrower shall not no Additional Amounts will be required to increase any such amounts payable to Lender if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.with respect to:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Withholding Taxes. (a) All payments made by Borrower hereunder or of principal of and interest on the Loans and the L/C Obligations and of all fees and other amounts payable under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will the Loan Documents shall be made free and clear of, and without deduction or withholding forby reason of, any present or future taxes, levies, imposts, duties, feesimposts, assessments or other charges of whatever nature now levied or hereafter imposed by any jurisdiction Governmental Authority (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based taxes on the overall net income or net profits of any Lender, or (ii) to the extent that ). If any such tax results from a change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, feesimposts, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of will (i) make additional payments in such Taxes, and such additional amounts as may be necessary so that every net payment of principal of and interest on the Loans and the L/C Obligations and of all other amounts due payable by it under this Agreement or under any notethe Loan Documents, including any amount paid pursuant to this Section 16.5 after withholding or deduction for or on account of any Taxessuch present or future taxes, levies, duties, imposts, assessments or other charges (including any tax imposed on or measured by net income of a Lender attributable to payments made to or on behalf of a Lender pursuant to this paragraph 4.6 and any penalties or interest attributable to such payments), will not be less than the amount provided for herein; provided, however, herein or therein absent such withholding or deduction (provided that Borrower shall not be required have any obligation to increase pay such additional amounts to any Lender to the extent that such amounts payable taxes, levies, duties, imposts, assessments or other charges are levied or imposed by reason of the failure of such Lender to comply with the provisions of paragraph 4.7), (ii) make such withholding or deduction and (iii) remit the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Without limiting the generality of the foregoing, Borrower will, upon written request of any Lender, reimburse each such Lender if for the increase in amount of (A) such amount payable results from Lender's own willful misconduct taxes, levies, duties, imports, assessments or gross negligence. Borrower will furnish to other charges so levied or imposed by any Governmental Authority and paid by such Lender as promptly as possible after a result of payments made by Borrower under or with respect to the date Loans other than such taxes, levies, duties, imports, assessments and other charges previously withheld or deducted by Borrower which have previously resulted in the payment of the required additional amount to such Lender, and (B) such taxes, levies, duties, assessments and other charges so levied or imposed with respect to any Taxes is due pursuant Lender reimbursement under the foregoing clause A, so that the net amount received by such Lender (net of payments made under or with respect to applicable law certified copies the Loans and the L/C Obligations) after such reimbursement will not be less than the net amount such Lender would have received if such taxes, levies, duties, assessments and other charges on such reimbursement had not been levied or imposed. Borrower shall furnish promptly to Agent for distribution to each affected Lender, as the case may be, upon request of tax such Lender, official receipts evidencing any such payment by Borrowerpayment, withholding or reduction.

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

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

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

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

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