Common use of Manner of Payment and Taxes Clause in Contracts

Manner of Payment and Taxes. 10.12.1 All payments to be made by the Loan Parties pursuant to the 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 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 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 Credit Documents after provision for payment of such Tax. If following the making of any payment by the Loan Parties under this Section 10.12, 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 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 request and cost, file such documentation and do such commercially 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. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 (1) All payments to be made by or on behalf of each Obligor (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 Credit) in connection with the Loan Parties pursuant to the 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 Tax (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), except if such deduction is required by applicable law or the administration thereof. If any Tax (other than Excluded Taxes) is deducted or withheld from any payments under the Credit Loan Documents (including the Loan Parties remittance provided for in this Section), the Obligor 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 5.18, 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 TaxTax (other than Excluded Taxes), the interest or other amount payable under the Credit Loan 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 Credit Loan Documents after provision for payment of such Tax. . (2) If following any Lender or the Agent becomes liable for any Tax (other than Excluded Taxes) in the jurisdiction in which the person making a payment under the Loan Documents is located as a result of a payment being made without the required Tax (other than Excluded Taxes) 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 such Tax in that jurisdiction on the indemnity payment by the Loan Parties under this Section 10.12, a Lender is granted a credit against or refund (including Tax in respect of any Tax payable by it such increase in respect of such Taxes to which such payment by the Loan Parties relates that such indemnity payment), the Lender would not have received had or the Borrower not made Agent shall receive 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 full amount of such credit Taxes, interest and penalties for which it is liable in that jurisdiction as a result of the failure to deduct or refund, reimburse withhold such Tax. (3) None of the Loan Parties such amount Obligors shall be required to pay any additional amounts under Section 11.9 of this Agreement (a) to any Lender that is an original party to this Agreement as such Lender shall certify to be at the proportion Closing Date and is a non resident of such credit or refund as will leave such Lender, after such reimbursement Canada within the meaning of the Income Tax Act (Canada) for the purposes of the withholding tax provisions in no worse or better position than it would have been in if Part XIII of the relevant Taxes had not been imposedIncome Tax Act (Canada), or (b) to any Lender that was not a non resident of Canada within the relevant Taxes had not been deducted or withheld in respect meaning of the payment by Income Tax Act (Canada) for the Borrower purposes of the withholding tax provisions in Part XIII of the Income Tax Act (Canada) as aforesaid. Each Lender shall, at the Borrower’s request and cost, file Closing Date who becomes such documentation and do such commercially reasonably things as may be necessary to obtain such credit or refund, but each Lender shall not be obligated to disclose any information a non-resident of Canada subsequent to the Borrower or any other Person concerning its income or taxes that is not otherwise publicly availableClosing Date. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 10.11.1 All payments to be made by the Loan Parties pursuant to the Credit 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 Credit 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 Credit 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 Credit Loan Documents after provision for payment of such Tax. If following the making of any payment by the Loan Parties under this Section 10.1210.11, 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 Lender 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 's request and cost, file such documentation and do such commercially reasonably 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. 10.12.2 10.11.2 If any Loan Parties make any payment under this Section 10.12 10.11 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.1210.11, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 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 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 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 5.28, 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 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 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: (a) under the Credit Documents, or (b) to Restricted Parties or Subsidiaries, is located, as a result of a payment being made without the required Tax in that jurisdiction having been deducted or withheld, NSCL 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 10.12, 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 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 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 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 availablewithhold Tax. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 All payments to be made by the Loan Parties Borrower and the Seller pursuant to 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 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 Credit Documents 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 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 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 10.12the 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 Lender 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 the relevant Taxes had not no payment been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment made by the Borrower as aforesaidpayor. Each Lender shall, at If the Borrower’s request and cost, file such documentation and do such commercially 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. 10.12.2 If any Loan Parties make payor makes any payment under this Section 10.12 for the account of any the Lender, such the Lender shall take reasonable steps to minimize the net amount payable by such Loan Party the payor under this Section 10.12Section, but the Lender shall not be obliged to disclose any information to the Loan Parties payor concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 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 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 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 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 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 10.12, 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 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 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 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 availablejurisdiction. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 9.15.1 All payments to be made by the Loan Parties pursuant to or on behalf of any Obligor 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 taxesother than Excluded Taxes, except for Taxes on if such deduction is required by law or by the overall net income of administration thereof by the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as “Excluded Taxes”)relevant government authority. If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Credit Documents (including the Loan Parties remittance provided for in this Section), the relevant Obligor shall promptly remit to the Lender in the currency in which such payment was made, the equivalent of an additional amount so that the amount of Tax so deducted ultimately paid to the relevant payee is the same amount as would have been paid if no such deduction or withheld together with withholding had been made. The relevant Obligor shall also forward the relevant receipt addressed to issued by the Lendertaxing or other receiving authority. If the Loan Parties are Obligor 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 Credit Documents will be increased to such rates amounts as are necessary to yield and remit pay to the Lender the principal sum advanced or made available together with interest at the rates specified in the Credit Documents after provision for payment of such Tax. . 9.15.2 If following the Lender 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 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 10.12, a Lender is granted a credit against or refund (including Tax in respect of any such increase in the indemnity payment) and after taking into account the deductibility to the Lender of any such Tax, interest or penalties but not taking into account Excluded Taxes, the Lender shall receive the full amount of Taxes, interest and penalties for which it is liable in that jurisdiction. 9.15.3 If any payment is made pursuant to the immediately preceding paragraphs, and the Lender receives any credit for such tax that reduces Tax otherwise payable by it in respect under the laws of such Taxes to which such payment by any jurisdiction or any other tax benefit that the Loan Parties relates that such Lender would not have received had the Borrower payment not made been made, the paymentLender shall, such Lender shall (subject after the reduction or other tax benefit is received, repay the amount paid by the Obligor to the Borrower having paid extent of the relevant amount) reduction or other tax benefit received and 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 the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the no payment by the Borrower as aforesaid. Each Obligor been made. 9.15.4 If a payment is made under this Section for the account of the Lender, the Lender shall, at shall take reasonable steps to minimize the Borrower’s request and cost, file such documentation and do such commercially reasonably things as may be necessary to obtain such credit or refundnet amount payable under 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. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 All payments to be made by the Loan Parties Borrower and the Restricted Subsidiaries pursuant to the 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 Credit Documents 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 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 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 10.12, 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 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 request and cost, file such documentation and do such commercially 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 Restricted Subsidiary shall be obligated to pay to a Lender the equivalent amount of withholding Tax that the Borrower or 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: (a) an assignment of a Commitment of a Lender to a Person concerning its income or taxes that is not otherwise publicly available. 10.12.2 If any Loan Parties make any payment under this Section 10.12 a resident of Canada for the account purposes of any Lender, such Part XIII of the Income Tax Act; or (b) a Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is an authorized foreign bank within the meaning of Subsection 212(13.3) of the Income Tax Act not otherwise publicly availablecrediting or allocating the amount paid to it under the Credit Documents to its Canadian banking business within the meaning of Subsection 212(13.3) of the Income Tax Act.

Manner of Payment and Taxes. 10.12.1 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 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 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 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 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 10.12, 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 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 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 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 availablejurisdiction. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 All payments to be made by the Loan Parties a Borrower and its respective Subsidiaries pursuant to 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 “"Excluded Taxes”"). If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the 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 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 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 10.1213.11, 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 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 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. 10.12.2 . If a Borrower or any other Loan Parties make Party makes any payment under this Section 10.12 for the account of any the Lender, such the Lender shall take reasonable steps to minimize the net amount payable by such Borrower or such other Loan Party under this Section 10.12Section, but the Lender shall not be obliged to disclose any information to the Borrowers or such other Loan Parties Party concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 All payments to be made by the Loan Parties Borrower, AmeriCredit, the Servicer, AFC and the Custodian pursuant to 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 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 Credit Documents 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 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 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 10.12the 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 Lender 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 reasonably 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. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 9.14.1 All payments to be made by the Loan Parties pursuant to or on behalf of any Obligor 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 taxesother than Excluded Taxes, except for Taxes on if such deduction is required by law or by the overall net income of administration thereof by the Lender (such taxes applicable to the overall net income of the Lender are herein referred to as “Excluded Taxes”)relevant government authority. If any Tax, other than Excluded Taxes, is deducted or withheld from any payments under the Credit Documents (including the Loan Parties remittance provided for in this Section), the relevant Obligor shall promptly remit to the Lender in the currency in which such payment was made, the equivalent of an additional amount so that the amount of Tax so deducted ultimately paid to the relevant payee is the same amount as would have been paid if no such deduction or withheld together with withholding had been made. The relevant Obligor shall also forward the relevant receipt addressed to issued by the Lendertaxing or other receiving authority. If the Loan Parties are Obligor 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 Credit Documents will be increased to such rates amounts as are necessary to yield and remit pay to the Lender the principal sum advanced or made available together with interest at the rates specified in the Credit Documents after provision for payment of such Tax. . 9.14.2 If following the Lender 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 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 10.12, a Lender is granted a credit against or refund (including Tax in respect of any such increase in the indemnity payment) and after taking into account the deductibility to the Lender of any such Tax, interest or penalties but not taking into account Excluded Taxes, the Lender shall receive the full amount of Taxes, interest and penalties for which it is liable in that jurisdiction. 9.14.3 If any payment is made pursuant to the immediately preceding paragraphs, and the Lender receives any credit for such tax that reduces Tax otherwise payable by it in respect under the laws of such Taxes to which such payment by any jurisdiction or any other tax benefit that the Loan Parties relates that such Lender would not have received had the Borrower payment not made been made, the paymentLender shall, such Lender shall (subject after the reduction or other tax benefit is received, repay the amount paid by the Obligor to the Borrower having paid extent of the relevant amount) reduction or other tax benefit received and 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 the relevant Taxes had not been imposed, or the relevant Taxes had not been deducted or withheld in respect of the no payment by the Borrower as aforesaid. Each Obligor been made. 9.14.4 If a payment is made under this Section for the account of the Lender, the Lender shall, at shall take reasonable steps to minimize the Borrower’s request and cost, file such documentation and do such commercially reasonably things as may be necessary to obtain such credit or refundnet amount payable under 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. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 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 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 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 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 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 10.12, 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 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 reasonably 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. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 All (a) Any and all payments by a Restricted Party under any Credit Document shall be made free and clear of, without deduction for, and on a fully indemnified basis in respect of, any and all present or future Taxes, fees or withholdings imposed by any taxing authority, but excluding: (i) Taxes paid or payable by any Lender or required to be made withheld from a payment to any Lender or the Agent solely as a result of the Lender or the Agent being organized in or under the laws of, such Lender or the Agent having a lending office in, or such Lender otherwise being resident or carrying on business (except by having executed and delivered this Agreement or any other Credit Document or having performed its obligations, rendered an agreement or having accepted, realized upon, or enforced any security thereunder) in a jurisdiction other than that of the Borrower to which any such Lender has extended credit hereunder. (ii) Taxes on the net income or capital of a Lender. In addition, the Borrowers shall, at their expense, cause to be prepared for each of the Agent and the Lenders (by an accounting firm acceptable to the Agent and the Lenders) and filed all tax returns and similar documentation required under the law and shall cause there to be compliance with all other related requirements of such laws, to the extent such tax returns, similar documents and requirements arise as a result of making Advances or taking security under this Agreement (b) If a Borrower or a Restricted Party shall be required by law to deduct any Taxes from or in respect of any or all payments under a Credit Document to any Lender or the Agent, (i) the payment shall be increased by the Loan Parties Borrower or Guarantor, as applicable, as may be necessary so that after making all required deductions for such Taxes (including deductions applicable to any additional sums payable under this Section 11.14) the net amount such Lender or the Agent (as the case may be) actually receives (after Taxes) is an amount equal to the sum it would have received had no such deductions for such Taxes or other deduction been made, (ii) such Borrower or Guarantor, as applicable, shall make such deductions, and (iii) such Borrower or Guarantor, as applicable, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law. (c) Each Borrower and each Guarantor shall pay any present or future stamp, documentary, excise, property or similar taxes, charges or levies that arise from any payment made hereunder or from the execution, delivery or registration, or, or otherwise with respect to, any Credit Document (hereinafter referred to as "Other Taxes"). (d) Each Borrower and each Guarantor shall indemnify each Lender and the Agent for the full amount of Taxes (other than Taxes on the net income or capital of a Lender) and Other Taxes with respect to any and all payments received by the Agent or such Lender under a Credit Document. Payment pursuant to this indemnification shall be made promptly after the date such Lender or the Agent (as the case may be) makes written demand therefor and shall be made together with such additional amounts as are necessary in order that the net amount received by the Agent or such Lender after taxes is equal to the amount of the indemnity it would have received had no Taxes been payable, deducted or withheld on such additional amount. Without limitation of the foregoing, each Borrower and each Guarantor shall also indemnify each Lender and the Agent on an after-tax basis for any additional taxes on income or net income that each Lender and the Agent may be obligated to pay as the result of receipt of additional amounts under this Section 11.14. (e) Within 30 days after the date of any payment of Taxes, each Borrower or Guarantor, as applicable, that has paid Taxes shall furnish to the Agent, at its address referred to in Section 11.22, the original receipt of payment thereof or a certified copy of such receipt. (f) For purposes of this Section, the terms "United States" and "United States person" shall have the meanings specified in Section 7701 of the Code, and the term "U.S. Borrower" shall mean a Borrower that is a United States person. With respect to an Obligation of a U.S. Borrower (which is expressly described herein as such and which is not expressly described herein as an obligation owed to a person who is not a U.S. Lender), each Lender that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of the Credit Documents, in the case of a Lender that is an original party to the Credit Documents or, on the date of the Assignment Agreement pursuant to which it becomes a Lender, in the case of each other Lender to a U.S. Borrower, and from time to time thereafter if requested in writing by a U.S. Borrower or the Agent (but only so long thereafter that such Lender remains lawfully able to do so), provide the Agent and such Borrower with Internal Revenue Service form 1001, 4224 or (in the case of a Lender that has certified in writing to the Agent that it is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10-percent shareholder" of the U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a "controlled foreign corporation" related to the U.S. Borrower within the meaning of Section 864(d)(4) of the Code) W-8ECI, as appropriate, or any substitute or successor form prescribed by the Internal Revenue Service, certifying respectively in the case of a Lender providing an Internal Revenue Service form 1001, that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which treaty reduces the rate of United States withholding tax on payments under the Credit Documents in the case of a Lender providing an Internal Revenue Service form 4224, that the income receivable pursuant to the Credit Documents are to be made without set offis effectively connected with the conduct of a trade or business in the United States in the case of a Lender providing an Internal Revenue Service form W-8ECI, 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 that the Lender (such taxes applicable to the overall net is for U.S. federal income of the Lender are herein referred to as “Excluded Taxes”)tax purposes a foreign corporation, foreign partnership, foreign trust or foreign estate. If any Taxform or document referred to in this subsection (f) requires the disclosure of information, other than Excluded Taxes, is deducted or withheld from any payments under the 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 Credit Documents will be increased to such rates as are information necessary to yield compute the tax payable and remit to information required on the Lender the principal sum advanced date hereof by Internal Revenue Service form 1001, 4224 or made available together with interest at the rates specified in the Credit Documents after provision for payment of such Tax. If following the making of any payment by the Loan Parties under this Section 10.12, 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 W-8ECI that such Lender would not have received had the Borrower not made the paymentreasonably considers to be confidential, such Lender shall (subject give notice thereof 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 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 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 include in such form or any other Person concerning its income or taxes that is not otherwise publicly availabledocument such confidential information. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 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 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 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 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 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 10.12, 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 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 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 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 availablewithhold Tax. 10.12.2 If any Loan Parties make any payment under this Section 10.12 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.12, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 All payments to be made by the Loan Parties Borrower pursuant to 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 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 Credit Documents 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 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 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 10.12the laws of Canada, 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 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 the relevant Taxes had not no payment been imposed, or the relevant Taxes had not been deducted or withheld in respect of the payment made by the Borrower as aforesaidBorrower. Each Lender shall, at the Borrower’s request and cost, file such documentation and do such commercially reasonably things as may be necessary to obtain such credit or refund, but each Lender shall not be obligated to disclose any information to If the Borrower or any other Person concerning its income or taxes that is not otherwise publicly available. 10.12.2 If any Loan Parties make makes any payment under this Section 10.12 for the account of any the Lender, such the Lender shall take reasonable steps to minimize the net amount payable by such Loan Party the Borrower under this Section 10.12Section, but the Lender shall not be obliged to disclose any information to the Loan Parties Borrower concerning its income or taxes that is not otherwise publicly available.

Manner of Payment and Taxes. 10.12.1 10.11.1 All payments to be made by the Loan Parties pursuant to the Credit 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 Credit 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 Credit 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 Credit Loan Documents after provision for payment of such Tax. If following the making of any payment by the Loan Parties under this Section 10.1210.11, 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 Lender 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 request and cost, file such documentation and do such commercially 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. 10.12.2 10.11.2 If any Loan Parties make any payment under this Section 10.12 10.11 for the account of any Lender, such Lender shall take reasonable steps to minimize the net amount payable by such Loan Party under this Section 10.1210.11, but the Lender shall not be obliged to disclose any information to the Loan Parties concerning its income or taxes that is not otherwise publicly available. 10.11.3 The Borrower must pay and, within five Business Days of demand, indemnify the Lender against any cost, loss or liability that Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Loan Document except for any such Tax payable in connection with any document relating to the assignment or transfer by any Lender of any of its rights and/or obligations under any Loan Documents, other than relating to an assignment or transfer under that is requested by a Loan Party. 10.11.4 All amounts set out, or expressed in a Loan Document to be payable by any Loan Party to the Lender which (in whole or in part) constitute the consideration for a supply or supplies have been calculated without regard to Australian Indirect Tax (and shall be deemed to be exclusive of GST) which is chargeable on such supply or supplies, and if Australian Indirect Tax is or becomes chargeable on any supply made by the Lender to any Loan Party under a Loan Document, that Loan Party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such Australian Indirect Tax (and the Lender shall promptly provide an appropriate tax invoice to such Loan Party) unless the reverse charge procedure applies. 10.11.5 Where a Loan Document requires any Loan Party to reimburse or indemnify the Lender for any cost or expense, the Loan Party shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part thereof as represents Australian Indirect Tax, save to the extent that the Lender reasonably determines that it is entitled to credit or repayment in respect of such Australian Indirect Tax from the relevant tax authority. 10.11.6 Any reference in Sections 10.11.4 and 10.11.5 to a Loan Party shall, at any time when such Loan Party is treated as a member of a group for GST purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the A New Tax System (Goods and Services Tax) Axx 0000 (Cth) of Australia).