Common use of Manner of Payment and Taxes Clause in Contracts

Manner of Payment and Taxes. 10.11.1 All payments to be made by the Loan Parties pursuant to the Loan Documents are to be made without set off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "Excluded Taxes"). If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Loan Documents the Loan Parties shall promptly remit to the Lender in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed to the Lender. If the Loan Parties are prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Documents will be increased to such rates as are necessary to yield and remit to the Lender the principal sum advanced or made available together with interest at the rates specified in the Loan Documents after provision for payment of such Tax. If following the making of any payment by the Loan Parties under this Section 10.11, a Lender is granted a credit against or refund in respect of any Tax payable by it in respect of such Taxes to which such payment by the Loan Parties relates that such Xxxxxx would not have received had the Borrower not made the payment, such Lender shall (subject to the Borrower having paid the relevant amount) to the extent that it is satisfied that it can do so without prejudice to the retention of the amount of such credit or refund, reimburse the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no worse or better position than it would have been in if the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment by the Borrower as aforesaid. Each Lender shall, at the Borrower's request and cost, file such documentation and do such commercially reasonable things as may be necessary to obtain such credit or refund, but each Lender shall not be obligated to disclose any information to the Borrower or any other Person concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.11.1 10.12.1 All payments to be made by the Loan Parties pursuant to the Loan Credit Documents are to be made without set off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "“Excluded Taxes"”). If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Loan Credit Documents the Loan Parties shall promptly remit to the Lender in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed to the Lender. If the Loan Parties are prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Credit Documents will be increased to such rates as are necessary to yield and remit to the Lender the principal sum advanced or made available together with interest at the rates specified in the Loan Credit Documents after provision for payment of such Tax. If following the making of any payment by the Loan Parties under this Section 10.1110.12, a Lender is granted a credit against or refund in respect of any Tax payable by it in respect of such Taxes to which such payment by the Loan Parties relates that such Xxxxxx Lender would not have received had the Borrower not made the payment, such Lender shall (subject to the Borrower having paid the relevant amount) to the extent that it is satisfied that it can do so without prejudice to the retention of the amount of such credit or refund, reimburse the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no worse or better position than it would have been in if the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment by the Borrower as aforesaid. Each Lender shall, at the Borrower's ’s request and cost, file such documentation and do such commercially reasonable reasonably things as may be necessary to obtain such credit or refund, but each Lender shall not be obligated to disclose any information to the Borrower or any other Person concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.11.1 All payments to be made by the Loan Parties a Borrower and its respective Subsidiaries pursuant to the Loan Credit Documents are to be made without set set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "Excluded Taxes"). If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Loan Credit Documents the Loan Parties each Borrower and its Material Subsidiaries shall promptly remit to the Lender in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed to the Lender. If the a Borrower or any other Loan Parties are Party is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Credit Documents will be increased to such rates as are necessary to yield and remit to the Lender the principal sum advanced or made available together with interest at the rates specified in the Loan Credit Documents after provision for payment of such Tax. If following the making of any payment by the a Borrower or other Loan Parties Party, as applicable, under this Section 10.1113.11, a the Lender is granted a credit against or refund in respect of any Tax payable by it in respect of such Taxes to which such payment by the such Borrower or such other Loan Parties Party relates that such Xxxxxx the Lender would not have received had the Borrower Borrowers or such other Loan Party not made the payment, such the Lender shall (subject to the such Borrower having paid the relevant amount) to the extent that it is satisfied that it can do so without prejudice to the retention of the amount of such credit or refund, reimburse the such Borrower or such other Loan Parties Party such amount as such the Lender shall certify to be the proportion of such credit or refund as will leave such the Lender, after such reimbursement in no worse or better position than it would have been in if the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment by the such Borrower or such Material Subsidiary as aforesaid. Each The Lender shall, at the Borrower's Borrowers' request and cost, file such documentation and do such commercially reasonable reasonably things as may be necessary to obtain such credit or refund, but each the Lender shall not be obligated to disclose any information to the Borrower Borrowers or any other Person concerning its income or taxes that is not otherwise publicly available. If a Borrower or any other Loan Party makes any payment under this Section for the account of the Lender, the Lender shall take reasonable steps to minimize the net amount payable by such Borrower or such other Loan Party under this Section, but the Lender shall not be obliged to disclose any information to the Borrowers or such other Loan Party concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.11.1 All payments to be made by the Loan Parties Borrower pursuant to the Loan Credit Documents are to be made without set set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes other than taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "Excluded Taxes")Lender. If any Tax, other than Excluded Taxes, Tax is deducted or withheld from any payments under the Loan Documents Credit Documents, the Loan Parties Borrower shall promptly remit to the Lender in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed to the Lender. If the Loan Parties are Borrower is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Credit Documents will be increased to such rates as are necessary to yield and remit to the Lender the principal sum advanced or made available together with interest at the rates specified in the Loan Credit Documents after provision for payment of such Tax. If following the making of Borrower makes any payment by pursuant to the Loan Parties immediately preceding paragraph, and the Lender receives any tax benefit under this Section 10.11the laws of Canada, a any political subdivision thereof or any other jurisdiction that the Lender is granted a credit against or refund in respect of any Tax payable by it in respect of such Taxes to which such payment by the Loan Parties relates that such Xxxxxx would not have received had the Borrower not made the payment, such the Lender shall (subject to pay the Borrower having paid the relevant amount) amount of the tax benefit after it is received, to the extent that it is satisfied that it can do so without prejudice to the retention of payment by the amount of such credit or refund, reimburse Lender does not place the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no a worse or better position than it would have been in if had no payment been made by the relevant Taxes had not been imposed, or Borrower. If the relevant Taxes had not been deducted or withheld in respect Borrower makes any payment under this Section for the account of the payment Lender, the Lender shall take reasonable steps to minimize the net amount payable by the Borrower as aforesaid. Each Lender shall, at the Borrower's request and cost, file such documentation and do such commercially reasonable things as may be necessary to obtain such credit or refundunder this Section, but each the Lender shall not be obligated obliged to disclose any information to the Borrower or any other Person concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.11.1 All payments to be made by the Loan Parties Borrower and the Restricted Subsidiaries pursuant to the Loan Credit Documents are to be made without set set-off, deduction, compensation or counterclaim, counterclaim and free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for the deduction of such Taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "Excluded Taxes")required by Applicable Laws. If any Tax, other than Excluded Taxes, such Tax is deducted or withheld from any payments under the Loan Documents Credit Documents, the Loan Parties Borrower and the Restricted Subsidiaries shall promptly remit to the Lender Administrative Agent for the Lenders' benefit, in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld (including any Tax deducted or withheld in respect of any payments required under this Section 13.13 so that the net amount received by the Administrative Agent after such deduction or withholding will not be less than the amount the Administrative Agent would have received if such Tax had not been deducted or withheld) together with the relevant receipt addressed to the LenderAdministrative Agent. If the Loan Parties are Borrower or a Restricted Subsidiary is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Credit Documents will be increased to such rates as are necessary to yield and remit to the Lender Lenders the principal sum advanced or made available together with interest at the rates specified in the Loan Credit Documents after provision for payment of such Tax. If following the making Provided however, none of any payment by the Loan Parties under this Section 10.11, a Lender is granted a credit against or refund in respect of any Tax payable by it in respect of such Taxes to which such payment by the Loan Parties relates that such Xxxxxx would not have received had the Borrower not made the payment, such Lender shall (subject to the Borrower having paid the relevant amount) to the extent that it is satisfied that it can do so without prejudice to the retention of the amount of such credit or refund, reimburse the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no worse or better position than it would have been in if the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment by the Borrower as aforesaid. Each Lender shall, at the Borrower's request and cost, file such documentation and do such commercially reasonable things as may be necessary to obtain such credit or refund, but each Lender shall not be obligated to disclose any information to the Borrower or any other Person concerning its income Restricted Subsidiary shall be obligated to pay to a Lender the equivalent amount of withholding Tax that the Borrower or taxes that is not otherwise publicly available.such Restricted Subsidiary was required by Applicable Laws to withhold from payments under the Credit Documents to such Lender, if such withholding arises solely as a result of:

Manner of Payment and Taxes. 10.11.1 All payments to be made by the Loan Parties Borrower, AmeriCredit, the Servicer, AFC and the Custodian pursuant to the Loan Credit Documents are to be made without set set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes other than taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "Excluded Taxes")Noteholders. If any Tax, other than Excluded Taxes, Tax is deducted or withheld from any payments under the Loan Documents Credit Documents, the Loan Parties payor shall promptly remit to the Lender Noteholders in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed to the LenderNoteholders. If the Loan Parties are payor is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Credit Documents will be increased to such rates as are necessary to yield and remit to the Lender Noteholders the principal sum advanced or made available together with interest at the rates specified in the Loan Credit Documents after provision for payment of such Tax. If following any of the making of Borrower, AmeriCredit, the Servicer, AFC and the Custodian makes any payment by pursuant to the Loan Parties immediately preceding paragraph, and the Noteholders receives any tax benefit under this Section 10.11the laws of the United States, a Lender is granted a credit against any political subdivision thereof or refund in respect of any Tax payable by it in respect of such Taxes to which such payment by other jurisdiction that the Loan Parties relates that such Xxxxxx Noteholders would not have received had the Borrower payor not made the payment, such Lender the Noteholders shall (subject to pay the Borrower having paid payor the relevant amount) amount of the tax benefit after it is received, to the extent that it is satisfied that it can do so without prejudice to the retention of payment by the amount of such credit or refund, reimburse Noteholders does not place the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement Noteholders in no a worse or better position than it would have been in if had no payment been made by the relevant Taxes had not been imposed, or payor. If the relevant Taxes had not been deducted or withheld in respect payor makes any payment under this Section for the account of the payment Noteholders, the Noteholders shall take reasonable steps to minimize the net amount payable by the Borrower as aforesaid. Each Lender shall, at the Borrower's request and cost, file such documentation and do such commercially reasonable things as may be necessary to obtain such credit or refundpayor under this Section, but each Lender the Noteholders shall not be obligated obliged to disclose any information to the Borrower or any other Person payor concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.11.1 All payments to be made by or on behalf of the Loan Parties pursuant Borrower (or in the case of upfront fees and indemnity fees, by the Agent or any Lender to another Lender or to an assignee of an interest in the Loan Credits) in connection with the Credit Documents are to be made without set set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "other than Excluded Taxes"), except if such deduction is required by law or the administration thereof. If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Loan Credit Documents (including the Loan Parties remittance provided for in this Section), the Borrower making payment shall promptly remit to the Lender Agent for the Lenders' benefit in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed to issued by the Lendertaxing or other receiving authority. If the Loan Parties are any Borrower is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Credit Documents will be increased to such rates as are necessary to yield and remit to the Lender Lenders the principal sum advanced or made available together with interest at the rates specified in the Loan Credit Documents after provision for payment of such Tax. If following any Lender or the Agent becomes liable for any tax in the jurisdiction in which the Person making a payment under the Credit Documents is located as a result of a payment being made without the required tax in that jurisdiction having been deducted or withheld, the payer shall indemnify the Lender or the Agent, as the case may be, for such tax and any interest and penalties thereon, and the indemnity payment shall be increased as necessary so that after the imposition of any tax in that jurisdiction on the indemnity payment by the Loan Parties under this Section 10.11, a Lender is granted a credit against or refund (including tax in respect of any Tax payable by it such increase in respect the indemnity payment), the Lender or the Agent shall receive the full amount of such Taxes to taxes, interest and penalties for which such payment by the Loan Parties relates that such Xxxxxx would not have received had the Borrower not made the payment, such Lender shall (subject to the Borrower having paid the relevant amount) to the extent that it is satisfied liable in that it can do so without prejudice to the retention of the amount of such credit or refund, reimburse the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no worse or better position than it would have been in if the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment by the Borrower as aforesaid. Each Lender shall, at the Borrower's request and cost, file such documentation and do such commercially reasonable things as may be necessary to obtain such credit or refund, but each Lender shall not be obligated to disclose any information to the Borrower or any other Person concerning its income or taxes that is not otherwise publicly availablejurisdiction.

Manner of Payment and Taxes. 10.11.1 All payments to be made by the Loan Parties pursuant to the Loan Documents are to be made without set off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "“Excluded Taxes"”). If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Loan Documents the Loan Parties shall promptly remit to the Lender in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed to the LenderLender so that (after the Tax is deducted or withheld) the Lender receives an amount equal to the payment which would have been due if no Tax had been deducted or withheld. If the Loan Parties are prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Documents will be increased to such rates as are necessary to yield and remit to the Lender the principal sum advanced or made available together with interest at the rates specified in the Loan Documents after provision for payment of such Tax. If following the making of any payment by the Loan Parties under this Section 10.11, a Lender is granted a credit against or refund in respect of any Tax payable by it in respect of such Taxes to which such payment by the Loan Parties relates that such Xxxxxx Lxxxxx would not have received had the Borrower not made the payment, such Lender shall (subject to the Borrower having paid the relevant amount) to the extent that it is satisfied that it can do so without prejudice to the retention of the amount of such credit or refund, reimburse the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no worse or better position than it would have been in if the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment by the Borrower as aforesaid. Each Lender shall, at the Borrower's ’s request and cost, file such documentation and do such commercially reasonable reasonably things as may be necessary to obtain such credit or refund, but each Lender shall not be obligated to disclose any information to the Borrower or any other Person concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.11.1 All payments to be made by or on behalf of the Loan Restricted Parties pursuant (or in the case of upfront fees and indemnity fees, by the Agent or any Lender to another Lender or to an assignee of an interest in the Loan Credits) in connection with the Credit Documents are to be made without set set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "other than Excluded Taxes"), except if such deduction is required by law or the administration thereof. If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Loan Credit Documents (including the Loan Parties remittance provided for in this Section), the Restricted Party making payment shall promptly remit to the Lender Agent for the Lenders' benefit in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed issued by the taxing or other receiving authority. Subject to Section 8.28, if the Lender. If the Loan Parties are Borrower is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Credit Documents will be increased to such rates as are necessary to yield and remit to the Lender Lenders the principal sum advanced or made available together with interest at the rates specified in the Loan Credit Documents after provision for payment of such Tax. If following any Lender or the Agent becomes liable for any Tax in the jurisdiction in which the person making a payment under the Credit Documents is located as a result of a payment being made without the required Tax in that jurisdiction having been deducted or withheld, the payer shall indemnify the Lender or the Agent, as the case may be, for such Tax and any interest and penalties thereon, and the indemnity payment shall be increased as necessary so that after the imposition of any Tax in that jurisdiction on the indemnity payment by the Loan Parties under this Section 10.11, a Lender is granted a credit against or refund (including Tax in respect of any Tax payable by it such increase in respect the indemnity payment), the Lender or the Agent shall receive the full amount of such Taxes to Taxes, interest and penalties for which such payment by the Loan Parties relates that such Xxxxxx would not have received had the Borrower not made the payment, such Lender shall (subject to the Borrower having paid the relevant amount) to the extent that it is satisfied liable in that it can do so without prejudice to the retention jurisdiction as a result of the amount of such credit failure to deduct or refund, reimburse the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no worse or better position than it would have been in if the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment by the Borrower as aforesaid. Each Lender shall, at the Borrower's request and cost, file such documentation and do such commercially reasonable things as may be necessary to obtain such credit or refund, but each Lender shall not be obligated to disclose any information to the Borrower or any other Person concerning its income or taxes that is not otherwise publicly availablewithhold Tax.

Manner of Payment and Taxes. 10.11.1 All payments to be made by or on behalf of the Loan Restricted Parties pursuant (or in the case of upfront fees and indemnity fees, by the Agent or Lender to another Lender or to an assignee of an interest in the Loan Credits) in connection with the Credit Documents are to be made without set set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "other than Excluded Taxes"), except if such deduction is required by law or the administration thereof. If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Loan Credit Documents (including the Loan Parties remittance provided for in this Section), the Restricted Party making payment shall promptly remit to the Lender Agent for the Lenders' benefit in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed to issued by the Lendertaxing or other receiving authority. If the Loan Parties are any Borrower is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Credit Documents will be increased to such rates as are necessary to yield and remit to the Lender Lenders the principal sum advanced or made available together with interest at the rates specified in the Loan Credit Documents after provision for payment of such Tax. If following any Lender or the Agent becomes liable for any Tax (other than an Excluded Tax) in the jurisdiction in which the person making a payment under the Credit Documents is located as a result of a payment being made without the required Tax in that jurisdiction having been deducted or withheld, the payer shall indemnify the Lender or the Agent, as the case may be, for such Tax and any interest and penalties thereon, and the indemnity payment shall be increased as necessary so that after the imposition of any Tax in that jurisdiction on the indemnity payment by the Loan Parties under this Section 10.11, a Lender is granted a credit against or refund (including Tax in respect of any Tax payable by it such increase in respect the indemnity payment), the Lender or the Agent shall receive the full amount of such Taxes to Taxes, interest and penalties for which such payment by the Loan Parties relates that such Xxxxxx would not have received had the Borrower not made the payment, such Lender shall (subject to the Borrower having paid the relevant amount) to the extent that it is satisfied liable in that it can do so without prejudice to the retention of the amount of such credit or refund, reimburse the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no worse or better position than it would have been in if the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment by the Borrower as aforesaid. Each Lender shall, at the Borrower's request and cost, file such documentation and do such commercially reasonable things as may be necessary to obtain such credit or refund, but each Lender shall not be obligated to disclose any information to the Borrower or any other Person concerning its income or taxes that is not otherwise publicly availablejurisdiction.

Manner of Payment and Taxes. 10.11.1 All payments to be made by the Loan Parties Borrower and the Seller pursuant to the Loan Credit Documents are to be made without set set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes other than taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "Excluded Taxes")Lender. If any Tax, other than Excluded Taxes, Tax is deducted or withheld from any payments under the Loan Documents Credit Documents, the Loan Parties payor shall promptly remit to the Lender in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed to the Lender. If the Loan Parties are payor is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Credit Documents will be increased to such rates as are necessary to yield and remit to the Lender the principal sum advanced or made available together with interest at the rates specified in the Loan Credit Documents after provision for payment of such Tax. If following any of the making of Borrower or the Seller makes any payment by pursuant to the Loan Parties immediately preceding paragraph, and the Lender receives any tax benefit under this Section 10.11the laws of the United States, a any political subdivision thereof or any other jurisdiction that the Lender is granted a credit against or refund in respect of any Tax payable by it in respect of such Taxes to which such payment by the Loan Parties relates that such Xxxxxx would not have received had the Borrower payor not made the payment, such the Lender shall (subject to pay the Borrower having paid payor the relevant amount) amount of the tax benefit after it is received, to the extent that it is satisfied that it can do so without prejudice to the retention of payment by the amount of such credit or refund, reimburse Lender does not place the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no a worse or better position than it would have been in if had no payment been made by the relevant Taxes had not been imposed, or payor. If the relevant Taxes had not been deducted or withheld in respect payor makes any payment under this Section for the account of the payment Lender, the Lender shall take reasonable steps to minimize the net amount payable by the Borrower as aforesaid. Each Lender shall, at the Borrower's request and cost, file such documentation and do such commercially reasonable things as may be necessary to obtain such credit or refundpayor under this Section, but each the Lender shall not be obligated obliged to disclose any information to the Borrower or any other Person payor concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.11.1 All payments to be made by or on behalf of the Loan Parties pursuant Borrower (or in the case of upfront fees and indemnity fees, by the Agent or any Lender to another Lender or to an assignee of an interest in the Loan Credit) in connection with the Credit Documents are to be made without set set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any Tax, including but not limited to withholding taxes, except for Taxes on the overall net income of the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as "other than Excluded Taxes"), except if such deduction is required by law or the administration thereof. If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Loan Credit Documents (including the Loan Parties remittance provided for in this Section), the Borrower shall promptly remit to the Lender Agent for the Lenders' benefit in the currency in which such payment was made, the equivalent of the amount of Tax so deducted or withheld together with the relevant receipt addressed issued by the taxing or other receiving authority. Subject to Section 4.23, if the Lender. If the Loan Parties are Borrower is prevented by operation of law or otherwise from paying, causing to be paid or remitting such Tax, the interest or other amount payable under the Loan Credit Documents will be increased to such rates as are necessary to yield and remit to the Lender Lenders the principal sum advanced or made available together with interest at the rates specified in the Loan Credit Documents after provision for payment of such Tax. If following any Lender or the Agent becomes liable for any Tax in the jurisdiction in which the person making a payment under the Credit Documents is located as a result of a payment being made without the required Tax in that jurisdiction having been deducted or withheld, the payer shall indemnify the Lender or the Agent, as the case may be, for such Tax and any interest and penalties thereon, and the indemnity payment shall be increased as necessary so that after the imposition of any Tax in that jurisdiction on the indemnity payment by the Loan Parties under this Section 10.11, a Lender is granted a credit against or refund (including Tax in respect of any Tax payable by such increase in the indemnity payment), the Lender or the Agent shall receive the full amount of Taxes, interest and penalties for which it is liable in respect that jurisdiction as a result of such Taxes the failure to which such deduct or withhold Tax. If the Borrower makes any payment by pursuant to this Section, and any Lender receives any tax benefit under the Loan Parties relates laws of Canada or any political subdivision thereof that such Xxxxxx the Lender would not have received had the Borrower not made the payment, such the Lender shall (subject to pay the Borrower having paid the relevant amount) amount of the tax benefit after it is received, to the extent that it is satisfied that it can do so without prejudice to the retention of payment by the amount of such credit or refund, reimburse Lender does not place the Loan Parties such amount as such Lender shall certify to be the proportion of such credit or refund as will leave such Lender, after such reimbursement in no a worse or better position than it would have been in if had no payment been made by the relevant Taxes had not been imposedBorrower. If the Borrower makes any payment under this Section for the account of a Lender, or that Lender shall take reasonable steps to minimize the relevant Taxes had not been deducted or withheld in respect of the payment net amount payable by the Borrower as aforesaid. Each Lender shall, at the Borrower's request and cost, file such documentation and do such commercially reasonable things as may be necessary to obtain such credit or refundunder this Section, but each no Lender shall not be obligated obliged to disclose any information to the Borrower or any other Person concerning its income or taxes that is not otherwise publicly available.