Common use of No Setoff or Deductions; Taxes; Payments Clause in Contracts

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)therein. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Partiesany Excluded Tax) is imposed upon the such Guarantor with respect to any amount payable by it hereunder, the each Guarantor will pay to the Agent (for the benefit of the Secured Parties)or Lenders, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) and Lenders to receive the same net amount which the Agent and Lenders would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor Guarantors hereunder. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full Full Payment of the Guaranteed Obligations and termination Obligations. For the avoidance of doubt, this GuarantySection 11.4 shall not apply to Taxes that are governed exclusively by Section 5.9.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLenders) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit on behalf of the Secured PartiesLenders), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Lenders to receive the same net amount which the Agent Lenders would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Lenders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of AmericaStates. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Partiesany Beneficiary) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)each Beneficiary, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) such Beneficiary to receive the same net amount which the Agent such Beneficiary would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) each Beneficiary certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph section shall survive the payment in full of the Guaranteed Guarantied Obligations and termination of this Guaranty. The obligations hereunder shall not be affected by any acts of any legislative body or Governmental Authority affecting any Designated Borrower, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of any Designated Borrower’s property, or by economic, political, regulatory or other events in the countries where any Designated Borrower is located.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLenders) is imposed upon the a Guarantor with respect to any amount payable by it hereunder, the Guarantor Guarantors will pay to the Agent (for the benefit of the Secured Parties)Lenders, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable Agent and the Agent (on behalf of the Secured Parties) Lenders to receive the same net amount which Agent and/or any of the Agent Lenders would have received on such due date had no such obligation been imposed upon the GuarantorGuarantors. The Each Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. At the Agent’s and the Lenders’ collective option, all payments under this Guaranty shall be made in the United States. The obligations hereunder shall not be affected by any acts of any legislative body or governmental authority affecting the Borrower or any other Guarantor, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of the Borrower’s or any other Guarantor’s property, or by economic, political, regulatory or other events in the countries where the Borrower or any other Guarantor is located.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLender) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Lender to receive the same net amount which the Agent Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLenders) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)each Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) such Lender to receive the same net amount which the Agent such Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations Liabilities and termination of this GuarantyAgreement.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder (i) without setoff or counterclaim counterclaim, and (ii) free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLender) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Lender to receive the same net amount which the Agent Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations Debt and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of AmericaStates. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the any Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Administrative Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Administrative Agent (on behalf of the Secured Parties) to receive the same net amount which the Administrative Agent would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s 's ability to bring any separate action or claim available to it at law or in equity). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Partiesany Guaranteed Party) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Guaranteed Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Guaranteed Parties to receive the same net amount which the Agent Guaranteed Parties would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Guaranteed Parties) is imposed upon the any Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit Administrative Agent, on behalf of the Secured Guaranteed Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Guaranteed Parties to receive the same net amount which the Agent Guaranteed Parties would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit Administrative Agent, on behalf of the Secured Guaranteed Parties) , certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)therein. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLender) is imposed upon the such Guarantor with respect to any amount payable by it hereunder, the each Guarantor will pay to the Agent (for the benefit of the Secured Parties)Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) and Lenders to receive the same net amount which the Agent and Lenders would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor Guarantors hereunder. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Partiesany Lender Party) is imposed upon the any Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit of the Secured Parties)applicable Lender Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) such Lender Party to receive the same net amount which the Agent such Lender Party would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of AmericaStates. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Partiesany Beneficiary) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)each Beneficiary, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) such Beneficiary to receive the same net amount which the Agent such Beneficiary would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) each Beneficiary certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph section shall survive the payment in full of the Guaranteed Guarantied Obligations and termination of this Guaranty. The obligations hereunder shall not be affected by any acts of any legislative body or Governmental Authority affecting the Designated Borrower, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of the Designated Borrower’s property, or by economic, political, regulatory or other events in the countries where the Designated Borrower is located.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Partiesany Holder of Obligations) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit Holders of the Secured Parties)Obligations, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Agent (on behalf such Holders of the Secured Parties) Obligations to receive the same net amount which the Agent such Holders of Obligations would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit any Holders of the Secured Parties) Obligations certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions restrictions, or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to franchise taxes or taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Collateral Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Parties to receive the same net amount which the Agent Secured Parties would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Collateral Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Guaranteed Parties) is imposed upon the any Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit Administrative Agent, on behalf of the Secured Guaranteed Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Guaranteed Parties to receive the same net 1 Bracketed language is not applicable to General Partner Guaranty. amount which the Agent Guaranteed Parties would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit Administrative Agent, on behalf of the Secured Guaranteed Parties) , certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder in immediately available funds in U.S. dollars without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesPurchaser or Company) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Purchaser, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Purchaser to receive the same net amount which the Agent Purchaser would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Purchaser certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this GuarantyAgreement.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Guaranteed Parties) is imposed upon the any Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit Administrative Agent, on behalf of the Secured Guaranteed Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Guaranteed Parties to receive the same net amount which the Agent Guaranteed Parties would have received on such due date had no such obligation been imposed upon the such Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Administrative Agent or any other Secured PartiesParty) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Administrative Agent (for the benefit of the or such other Secured Parties)Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Administrative Agent (on behalf of the or such other Secured Parties) Party to receive the same net amount which the Administrative Agent or such other Secured Party would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent (for the benefit of the or such other Secured Parties) Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. Payments by the Guarantor shall be made to the Administrative Agent in accordance with Section 2.12 of the Credit Agreement and shall be credited and applied in accordance with Section 8.03 of the Credit Agreement. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Guaranteed Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit Administrative Agent, on behalf of the Secured Guaranteed Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Guaranteed Parties to receive the same net amount which the Agent Guaranteed Parties would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective any Secured PartiesParty) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (Administrative Agent, for the benefit account of the applicable Secured Parties)Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the such Secured Parties) Party to receive the same net amount which the Agent such Secured Party would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of AmericaAmerica or a political subdivision thereof. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesExcluded Taxes) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the such Secured Parties)Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the such Secured Parties) Party to receive the same net amount which the Agent it would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesBuyers) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Buyers, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Buyers to receive the same net amount which the Agent Buyers would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Buyers certificates or other valid vouchers or other evidence satisfactory to the Buyers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)therein. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesCollateral Agent, Documentation Agent,, or Lender) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Collateral Agent, Documentation Agent,, or Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Agent, Collateral Agent, Documentation Agent, and Lenders to receive the same net amount which the Agent Agent, Collateral Agent, Documentation Agent, and Lenders would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesAdministrative Agent) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Administrative Agent, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Administrative Agent (on behalf of the Secured Parties) to receive the same net amount which the Administrative Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesExcluded Taxes) is imposed upon the such Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit of the Secured Parties)such Lender Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) such Lender Party to receive the same net amount which the Agent such Lender Party would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) applicable Lender Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equityother than Excluded Taxes). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesExcluded Taxes) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Administrative Agent (for the benefit of the Secured Parties)or such other Guaranty Beneficiary, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Administrative Agent (on behalf of the Secured Parties) or such other Guaranty Beneficiary to receive the same net amount which the Administrative Agent or such other Guaranty Beneficiary would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) or such other Guaranty Beneficiary certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph Section 2 shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)therein. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesAgent, or any Lender) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Agent, or any Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) and Lenders to receive the same net amount which the Agent and Lenders would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained hereinwithholding. To the extent any similar obligation is payable by the Borrower under the Credit Agreement, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity). If if any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLender) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Lender to receive the same net amount which the Agent Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLender) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (Agent, for the benefit of the Secured Parties)any Lender affected, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) such Lenders to receive the same net amount which the Agent such Lenders would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and shall, to the extent permitted by applicable Laws, be made free and clear of and without deduction reduction or withholding for any Taxes. If, however, applicable Laws require the Guarantor or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Guarantor or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to the Credit Agreement. If the Guarantor or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, leviesfrom any such payment, impoststhen (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to the Credit Agreement, duties(B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, chargesand (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied the sum payable by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction shall be increased as necessary so that after any required withholding or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect making of all required deductions the Guarantor’s ability to bring any separate action or claim available to it at law or in equity). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any Lender Party receives an amount payable by it hereunder, the Guarantor will pay equal to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent sum it would have received on such due date had no such obligation withholding or deduction been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereundermade. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)therein. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesCollateral Agent, Documentation Agent,, or Lender) is imposed upon the such Guarantor with respect to any amount payable by it hereunder, the each Guarantor will pay to the Agent (for the benefit of the Secured Parties)Collateral Agent, Documentation Agent,, or Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Agent, Collateral Agent, Documentation Agent, and Lenders to receive the same net amount which the Agent Agent, Collateral Agent, Documentation Agent, and Lenders would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor Guarantors hereunder. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with in respect to taxes based on of Indemnified Taxes or measured by the income or profits of the respective Secured Parties) Other Taxes is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Administrative Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Parties to receive the same net amount which the Agent Secured Parties would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. At the Administrative Agent’s option, all payments under this Guaranty shall be made in the United States. The obligations hereunder shall not be affected by any acts of any legislative body or governmental authority affecting any Loan Party, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of any Loan Party’s property, or by economic, political, regulatory or other events in the countries where any Loan Party is located.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law Law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesExcluded Taxes) is imposed upon the a Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Administrative Agent (for the benefit of the Secured PartiesBeneficiaries), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Administrative Agent (on behalf of the Secured PartiesBeneficiaries) to receive the same net amount which the Administrative Agent would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured PartiesBeneficiaries) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of Notwithstanding anything contained herein to the contrary, a Guarantor under this paragraph shall survive not be responsible for the payment in full of the Guaranteed Obligations and termination of this Guarantyany Excluded Taxes.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability 1 Bracketed language is not applicable to bring any separate action or claim available to it at law or in equity)General Partner Guaranty. withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Guaranteed Parties) is imposed upon the any Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit Administrative Agent, on behalf of the Secured Guaranteed Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Guaranteed Parties to receive the same net amount which the Agent Guaranteed Parties would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit Administrative Agent, on behalf of the Secured Guaranteed Parties) , certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder (i) without setoff or counterclaim counterclaim, and (ii) free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLender) is imposed upon the a Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit of the Secured Parties)Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Lender to receive the same net amount which the Agent Lender would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing 1 Bracketed language is not applicable to General Partner Guaranty. or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Guaranteed Parties) is imposed upon the any Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit Administrative Agent, on behalf of the Secured Guaranteed Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Guaranteed Parties to receive the same net amount which the Agent Guaranteed Parties would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit Administrative Agent, on behalf of the Secured Guaranteed Parties) , certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it To the extent the Borrower is organized and resident in required to do so under the United States terms of America. The the Credit Agreement, the Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Partiesany Guaranteed Party) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (Administrative Agent, for the benefit of the Secured related Guaranteed Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) related Guaranteed Parties to receive the same net amount which the Agent such Guaranteed Parties would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein therein, in each case, as more fully set forth in the Credit Agreement, unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained hereinin which case such deduction or withholding, including without limitation, the foregoingif any, shall limit or affect be made as set forth in Section 3.01 of the Guarantor’s ability to bring any separate action or claim available to it at law or in equityCredit Agreement). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits In furtherance thereof, Section 2.12 and Section 3.01 of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunderCredit Agreement are hereby incorporated into this Guaranty, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereundermutatis mutandis. The obligations of the any Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. The obligations hereunder shall not be affected by any acts of any legislative body or governmental authority affecting any Guarantor, any Borrower or any other guarantor, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of any Guarantor’s, any Borrower’s or other guarantor’s property, or by economic, political, regulatory or other events in the countries where any Guarantor, any other guarantor of the Guaranteed Obligations or any Borrower is located.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLender or any other Excluded Taxes (as defined in the Credit Agreement), to the extent such taxes would have constituted Excluded Taxes if the amounts in question had been paid by the original obligor of the Guaranteed Obligation) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Lender to receive the same net amount which the Agent Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLender) is imposed upon the Guarantor with respect to any amount payable by it hereunder, upon written request by the Lender, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Lender to receive the same net amount which the Agent Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLenders) is imposed upon the each Guarantor with respect to any amount payable by it hereunder, the each Guarantor will pay to the Agent (for the benefit of the Secured Parties)each Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) such Lender to receive the same net amount which the Agent such Lender would have received on such due date had no such obligation been imposed upon the each Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the each Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff setoff, counterclaim, restrictions or counterclaim condition, and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions deductions or conditions withholdings of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising (i) with respect to taxes based on or measured by the net income or profits of the respective Secured PartiesLender, or (ii) with respect to any withholding tax to the extent that such withholding tax would have been imposed on the relevant payment to the Lender under the laws and treaties in effect at the time such Lender first became a party to this Agreement or otherwise became entitled to any rights hereunder) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Lender to receive the same net amount which the Agent Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Lender certificates or other valid vouchers (to the extent available) for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective any Secured PartiesParty) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Administrative Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Parties to receive the same net amount which the Agent Secured Parties would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLender) is imposed upon the Guarantor Guarantors with respect to any amount payable by it them hereunder, the Guarantor Guarantors will pay to the Agent (Agent, for the benefit of the Secured Parties)any Lender affected, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) such Lenders to receive the same net amount which the Agent such Lenders would have received on such due date had no such obligation been imposed upon the GuarantorGuarantors. The Each Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesExcluded Taxes) is imposed upon the any Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit of the Secured Parties)such Lender Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) such Lender Party to receive the same net amount which the Agent such Lender Party would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) applicable Lender Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The [Each Guarantor represents and warrants that it is organized and resident in a state of the United States of America. The Guarantor shall make America.]1Any and all payments hereunder without setoff by or counterclaim and free and clear on account of and any obligation of any Guarantor under any Credit Document shall be made without deduction or withholding for any taxesTaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions except as required by applicable Legal Requirement. If any applicable Legal Requirement (as determined in the good faith discretion of the applicable withholding agent) requires the deduction or conditions withholding of any nature now or hereafter imposed or levied Tax from any such payment by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law such applicable withholding agent, then such applicable withholding agent shall be entitled to make such deduction or withholding (and provided that nothing contained hereinshall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Legal Requirement and, including without limitationif such Tax is an Indemnified Tax, then the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity). If any such obligation (other than one arising with respect to taxes based on or measured sum payable by the income applicable Guarantor shall be increased as necessary so that after such deduction or profits of withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2) the respective Secured Parties) is imposed upon the Guarantor with respect to any applicable Recipient receives an amount payable by it hereunder, the Guarantor will pay equal to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent sum it would have received on such due date had no such obligation deduction or withholding been imposed upon the Guarantormade. The As soon as practicable after any payment of Taxes by any Guarantor will to a Governmental Authority pursuant to this Section 2, such Guarantor shall deliver promptly to the Administrative Agent (for the benefit original or a certified copy of any available receipt issued by such Governmental Authority evidencing such payment, a copy of the Secured Parties) certificates return reporting such payment or other valid vouchers for all taxes or other charges deducted from or paid with respect evidence of such payment reasonably satisfactory to payments made by the Guarantor hereunderAdministrative Agent. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder (i) without setoff or counterclaim counterclaim, and (ii) free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLender) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Lender to receive the same net amount which the Agent Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Partiesany Beneficiary) is imposed upon the any Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Administrative Agent (for the benefit of itself and the Secured Parties)other Beneficiaries, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Administrative Agent (on behalf of the Secured Parties) and each other Beneficiary to receive the same net amount which the Administrative Agent or such Beneficiary would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesLenders) is imposed upon the Guarantor Guarantors with respect to any amount payable by it hereunder, the Guarantor Guarantors will pay to the Agent (for the benefit of the Secured Parties)Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) Lenders to receive the same net amount which the Agent Lenders would have received on such due date had no such obligation been imposed upon the GuarantorGuarantors. The Each Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxestaxes (other than required deductions for Excluded Taxes), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes Taxes based on or measured by the income or profits of the respective a Secured PartiesParty) is imposed upon the a Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit of the Secured Parties)such Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) such Lender to receive the same net amount which the Agent such Lender would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Administrative Agent (for the benefit account of the Secured Parties) any such Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the each Guarantor under this paragraph Paragraph 4(b) shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)therein. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesAgent or any Lender) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Agent, or any Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) and Lenders to receive the same net amount which the Agent and Lenders would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)therein. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesAgent, or any Lender) is imposed upon the such Guarantor with respect to any amount payable by it hereunder, the each Guarantor will pay to the Agent (for the benefit of the Secured Parties)Agent, or any Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) and Lenders to receive the same net amount which the Agent and Lenders would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor Guarantors hereunder. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein therein, in each case, as more fully set forth in the Credit Agreement, unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained hereinin which case such deduction or withholding, including without limitation, the foregoingif any, shall limit or affect be made as set forth in Section 3.01 of the Guarantor’s ability to bring any separate action or claim available to it at law or in equityCredit Agreement). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits In furtherance thereof, Section 2.12 and Section 3.01 of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunderCredit Agreement are hereby incorporated into this Guaranty, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereundermutatis mutandis. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. The obligations hereunder shall not be affected by any acts of any legislative body or governmental authority affecting the Guarantor, any Borrower or any other guarantor, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of the Guarantor’s, any Borrower’s or other guarantor’s property, or by economic, political, regulatory or other events in the countries where the Guarantor, any other guarantor of the Guaranteed Obligations or any Borrower is located.

No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured PartiesBank) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties)Bank, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) {Client Files/BAN/060808/0558/2015/03278721.DOCX;2} 4836-5989-2149.7 Bank to receive the same net amount which the Agent Bank would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) Bank certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law applicable Laws to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Partiesany Guaranteed Party) is imposed upon the any Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (Administrative Agent, for the benefit of the Secured related Guaranteed Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) related Guaranteed Parties to receive the same net amount which the Agent such Guaranteed Parties would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the Guarantor Guarantors under this paragraph provision shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. The Each Guarantor represents and warrants that it is organized and resident in the United States of America. The Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity)withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Partiesany Lender) is imposed upon the such Guarantor with respect to any amount payable by it hereunder, the such Guarantor will pay to the Agent (for the benefit of the Secured Parties)Administrative Agent, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) applicable Lender to receive the same net amount which the Agent such Lender would have received on such due date had no such obligation been imposed upon the such Guarantor. The Each Guarantor will deliver promptly to the Administrative Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Guarantor hereunder. The obligations of the Guarantor Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.