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

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Guarantor shall make all payments hereunder without set-off or counterclaim and free and clear of, and without deduction or withholding for, or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Lenders) is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit of the Lenders, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable the Lenders to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon such Guarantor. Such Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (or other evidence satisfactory to the Administrative Agent) showing all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. 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, 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 property, or by economic, political, regulatory or other events in the countries where the Guarantor is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Each Guarantor represents and warrants that it is organized and resident in the United States of America. Each Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Lendersany Beneficiary) is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit of the Lenderseach Beneficiary, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders such Beneficiary to receive the same net amount which the Lender such Beneficiary would have received on such due date had no such obligation been imposed upon such Guarantor. Such Each Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (each Beneficiary certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under this paragraph section shall survive the payment in full of the Guaranteed Guarantied Obligations and termination of this Guaranty. All At the applicable Beneficiary’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 governmental authority affecting the 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 Borrower’s property, or by economic, political, regulatory or other events in the countries where the Guarantor Borrower is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Each Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the LendersExcluded Taxes) is imposed upon any a Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit of the LendersSecured Parties for application to the Guaranteed Obligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders Secured Parties to receive the same net amount which the Lender Secured Parties would have received on such due date had no such obligation been imposed upon such Guarantor. Such Each Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (Secured Parties certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. 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 Borrowerany Guarantor or any other 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 the Borrowerany Guarantor’s or any other Loan Party’s property, or by economic, political, regulatory or other events in the countries where the any Guarantor or any other Loan Party is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Each Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one any such obligation arising with respect to taxes based on or measured by the income or profits of the LendersCreditors) is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent Agent, for the ratable benefit of the Lendersall affected Creditors, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders Creditors to receive the same net amount which the Lender Creditors would have received on such due date had no such obligation been imposed upon such Guarantor. Such Each Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under this paragraph Section 2 shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. All At 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 governmental authority affecting the 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 Borrower’s property, or by economic, political, regulatory or other events in the countries where the Guarantor Borrower is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each The U.S. Guarantor represents and warrants that it is organized and resident in the United States of America. The U.S. Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless the U.S. Guarantor is compelled by law to make such deduction or 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 Lenders) Other Taxes is imposed upon any the U.S. Guarantor with respect to any amount payable by it hereunder, such the U.S. Guarantor will pay to the Administrative Agent for the benefit of the LendersSecured Parties, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable the Lenders Secured Parties to receive the same net amount which the Lender Secured Parties would have received on such due date had no such obligation been imposed upon such the U.S. Guarantor. Such The U.S. Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such the U.S. Guarantor hereunder. The obligations of the Guarantors U.S. Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. All 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 governmental authority affecting the Borrowerany 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 the Borrowerany Loan Party’s property, or by economic, political, regulatory or other events in the countries where the Guarantor any Loan Party is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each 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 set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the LendersSecured Parties) is imposed upon any the Guarantor with respect to any amount payable by it hereunder, such the Guarantor will pay to the Administrative Agent for the benefit of the LendersSecured Parties, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders Guaranty Agreement Secured Parties to receive the same net amount which the Lender Secured Parties would have received on such due date had no such obligation been imposed upon such the Guarantor. Such The Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (Secured Parties certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such the Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. All payments under this Guaranty Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be made in limited to an aggregate amount equal to the United States. The largest amount that would not render its obligations hereunder shall not be affected by subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any acts comparable provisions of any legislative body similar federal or Governmental Authority affecting the 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 Borrower’s property, or by economic, political, regulatory or other events in the countries where the Guarantor is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentationstate law.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each The Guarantor represents and warrants that it is organized under the laws of the State of Delaware. The Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction for any Taxes unless the Guarantor is compelled by law to make such deduction or withholding for, or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritywithholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the LendersExcluded Taxes) is imposed upon any the Guarantor with respect to any amount payable by it hereunder, such the Guarantor will pay to the Administrative Agent for the benefit account of each other Secured Party (or in the Lenderscase of obligations arising under any Secured Cash Management Agreement or Secured Hedge Agreement, to the applicable Cash Management Bank or Hedge Bank), on the date on which such amount is due and payable hereunder, such additional amount in Dollars the applicable currency as shall be reasonably necessary to enable the Lenders each such Secured Party to receive the same net amount which the Lender such Secured Party would have received on such due date had no such obligation been imposed upon such the Guarantor. Such The Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (or other evidence satisfactory in the case of obligations arising under any Secured Cash Management Agreement or Secured Hedge Agreement, to the Administrative Agentapplicable Cash Management Bank or Hedge Bank) showing certificates or other valid vouchers for all taxes Taxes or other charges deducted from or paid with respect to payments made by such the Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations (other than contingent indemnification or expense reimbursement obligations for which no claim has been made) and termination of this Guaranty. 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 Borrower or the BorrowerGuarantor, including but not limited to, to any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of the any Borrower’s property, property other than any such act that has the effect of rendering the obligations hereunder or the performance thereof by economic, political, regulatory or other events in the countries where the Guarantor is located. A Lender that is entitled to an exemption from illegal or reduction would cause the Guarantor, any Borrower or any other guarantor of non-U.S. withholding tax under the Law any of the jurisdiction in which the Guarantor is located, Guaranteed Obligations to violate or be unable to comply with any treaty to which such jurisdiction is a party, with respect to provision of any other Loan Document. All payments under this Guaranty hereunder shall deliver to the Guarantor (with a copy be made to the Administrative Agent, for the account of the respective Secured Parties to which such payment is owed, in the applicable currency at the applicable Administrative Agent’s Office and in accordance with the terms of the Credit Agreement (or in the case of obligations arising under any Secured Cash Management Agreement or Secured Hedge Agreement other than following the occurrence of an Event of Default (in which case, Section 8.03 of the Credit Agreement shall control), at to the time applicable Cash Management Bank or times prescribed by Hedge Bank as specified in the applicable Law Secured Cash Management Agreement or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentationSecured Hedge Agreement).

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each 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 set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to (a) taxes based imposed on or measured by the income Lender’s overall net income, gross receipts or capital (however denominated), and franchise taxes, excise taxes, net worth and similar levies (in lieu of taxes on overall net income, gross receipts or capital), or (b) any branch profits of taxes imposed by the LendersUnited States or any similar tax imposed by any jurisdiction in which the Borrower is located) is imposed upon any the Guarantor with respect to any amount payable by it hereunder, such the Guarantor will pay to the Administrative Agent for the benefit of the LendersLender, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon such the Guarantor. Such The Guarantor will deliver promptly to the Administrative Agent a certified copy Lender upon request evidence of any official receipt received all withholding taxes paid by such Guarantor (or other evidence satisfactory to the Administrative Agent) showing all taxes or other charges deducted from or paid it with respect to payments made by such the Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. All At the Lender’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 governmental authority affecting the 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 Borrower’s property, or by economic, political, regulatory or other events in the countries where the Guarantor Borrower is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Each Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to (i) taxes based on or measured by the income or profits of any Guaranteed Party, including, for the Lendersavoidance of doubt, any franchise taxes and branch profits taxes; (ii) taxes imposed on amounts payable to or for the account of a Lender pursuant to a law in effect on the date on which such Lender acquires such interest in the Loan; (iii) taxes imposed under FATCA; or (iv) any tax attributable to a Lender’s failure to provide the documentation set forth in Section 3.4(g) of the Term Loan Agreement) is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit of the LendersLender, 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 Lenders Guaranteed Parties to receive the same net amount which the Lender Guaranteed Parties would have received on such due date had no such obligation been imposed upon such Guarantor. Such Each Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (Lender certificates, receipts, vouchers or other valid evidence satisfactory to the Administrative Agent) showing for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. 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, 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 property, or by economic, political, regulatory or other events in the countries where the Guarantor is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Each Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the LendersExcluded Taxes) is imposed upon any a Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit of the LendersSecured Parties for application to the Guaranteed Obligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable the Lenders Secured Parties to receive the same net amount which the Lender Secured Parties would have received on such due date had no such obligation been imposed upon such Guarantor. Such Each Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (Secured Parties certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. 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 Borrowerany Guarantor or any other 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 the Borrowerany Guarantor’s or any other Loan Party’s property, or by economic, political, regulatory or other events in the countries where the any Guarantor or any other Loan Party is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each 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 set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Lendersany Beneficiary) is imposed upon any the Guarantor with respect to any amount payable by it hereunder, such the Guarantor will pay to the Administrative Agent for the benefit of the Lenderseach Beneficiary, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders such Beneficiary to receive the same net amount which the Lender such Beneficiary would have received on such due date had no such obligation been imposed upon such the Guarantor. Such The Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (each Beneficiary certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such the Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph section shall survive the payment in full of the Guaranteed Guarantied Obligations and termination of this Guaranty. All At the applicable Beneficiary’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 governmental authority affecting the 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 the any Designated Borrower’s property, or by economic, political, regulatory or other events in the countries where the Guarantor any Designated Borrower is located. A Lender that is entitled to an exemption from or reduction Form of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.Company Guaranty

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each The Guarantor shall make all payments hereunder without set-off or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any and all present or future income, stamp or other taxes, duties, levies, imposts, dutiesdeductions, chargesassessments, fees, deductions withholdings or withholdings now or hereafter imposedsimilar charges, levied, collected, withheld or assessed by any Governmental Authority. If any such obligation (other than one arising and all liabilities with respect to thereto, but excluding, in the case of a Benefited Party, taxes based imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the income jurisdiction (or profits any political subdivision thereof) under the Laws of which such Benefited Party is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes"). If the Lenders) is imposed upon Guarantor shall be required by any Guarantor with Requirement of Law to deduct any Taxes from or in respect of any sum payable hereunder to any amount Benefited Party, (i) the sum payable by it hereundershall be increased as necessary so that after making all required deductions, such Benefited Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor will shall make such deductions, (iii) the Guarantor shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, (iv) the Guarantor shall pay to such Benefited Party, at the time interest is paid, such additional amount that such Benefited Party specifies as necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Benefited Party would have received if such Taxes had not been imposed, and (v) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent for the benefit of the Lenders, on the date on (which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable the Lenders to receive forward the same net amount which to such Benefited Party, if applicable) the Lender would have received on such due date had no such obligation been imposed upon such Guarantor. Such Guarantor will deliver promptly to the Administrative Agent original or a certified copy of any official a receipt received by evidencing payment thereof, to the extent such Guarantor (receipt is issued therefor, or other evidence written proof of payment thereof that is reasonably satisfactory to the Administrative Agent) showing all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. 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, 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 property, or by economic, political, regulatory or other events in the countries where the Guarantor is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each 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 set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Lenders) is imposed upon any the Guarantor with respect to any amount payable by it hereunder, such the Guarantor will pay to the Administrative Agent for the benefit of the Lenders, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders to receive the same net amount which the Lender Lenders would have received on such due date had no such obligation been imposed upon such the Guarantor. Such The Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such the Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. All At the Lenders’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 governmental authority affecting the any 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 any Borrower’s property, or by economic, political, regulatory or other events in the countries where the Guarantor any Borrower is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Each Guarantor represents and warrants that it is organized and resident in the United States of America. Each Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Lendersany Beneficiary) is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit of the Lenderseach Beneficiary, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders such Beneficiary to receive the same net amount which the Lender such Beneficiary would have received on such due date had no such obligation been imposed upon such Guarantor. Such Each Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (each Beneficiary certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under this paragraph section shall survive the payment in full of the Guaranteed Guarantied Obligations and termination of this Guaranty. All At the applicable Beneficiary’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 governmental authority affecting the any 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 any Borrower’s property, or by economic, political, regulatory or other events in the countries where the Guarantor any Borrower is located. A Lender that is entitled to an exemption from or reduction Form of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.Subsidiary Guaranty

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each The Guarantor shall make all payments hereunder without set-off or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any and all present or future income, stamp or other taxes, duties, levies, imposts, dutiesdeductions, chargesassessments, fees, deductions withholdings or withholdings now or hereafter imposedsimilar charges, levied, collected, withheld or assessed by any Governmental Authority. If any such obligation (other than one arising and all liabilities with respect to thereto, but excluding, in the case of a Benefited Party, taxes based imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the income jurisdiction (or profits any political subdivision thereof) under the Laws of which such Benefited Party is organized or maintains its Lending Office (all such non‑excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes"). If the Lenders) is imposed upon Guarantor shall be required by any Guarantor with Requirement of Law to deduct any Taxes from or in respect of any sum payable hereunder to any amount Benefited Party, (i) the sum payable by it hereundershall be increased as necessary so that after making all required deductions, such Benefited Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor will shall make such deductions, (iii) the Guarantor shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, (iv) the Guarantor shall pay to such Benefited Party, at the time interest is paid, such additional amount that such Benefited Party specifies as necessary to preserve the after‑tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Benefited Party would have received if such Taxes had not been imposed, and (v) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent for the benefit of the Lenders, on the date on (which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable the Lenders to receive forward the same net amount which to such Benefited Party, if applicable) the Lender would have received on such due date had no such obligation been imposed upon such Guarantor. Such Guarantor will deliver promptly to the Administrative Agent original or a certified copy of any official a receipt received by evidencing payment thereof, to the extent such Guarantor (receipt is issued therefor, or other evidence written proof of payment thereof that is reasonably satisfactory to the Administrative Agent) showing all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. 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, 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 property, or by economic, political, regulatory or other events in the countries where the Guarantor is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Each Guarantor represents and warrants that it is incorporated under the laws of England and Wales. The Guarantors shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction for any Taxes unless any such Guarantor is compelled by law to make such deduction or withholding for, or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritywithholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the LendersExcluded Taxes) is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit account of each other Secured Party (or in the Lenderscase of obligations arising under any Secured Cash Management Agreement or Secured Hedge Agreement, to the applicable Cash Management Bank or Hedge Bank), on the date on which such amount is due and payable hereunder, such additional amount in Dollars the applicable currency as shall be reasonably necessary to enable the Lenders each such Secured Party to receive the same net amount which the Lender such Secured Party would have received on such due date had no such obligation been imposed upon such Guarantor. Such Each Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (or other evidence satisfactory in the case of obligations arising under any Secured Cash Management Agreement or Secured Hedge Agreement, to the Administrative Agentapplicable Cash Management Bank or Hedge Bank) showing certificates or other valid vouchers for all taxes Taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations (other than contingent indemnification or expense reimbursement obligations for which no claim has been made) and termination of this Guaranty. 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 Borrowerany Borrower or any Guarantor, including but not limited to, to any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of the any Borrower’s propertyproperty other than any such act that has the effect of rendering the obligations hereunder or the performance thereof by the Guarantors illegal or would cause any Guarantor, any Borrower or by economic, political, regulatory or any other events in the countries where the Guarantor is located. A Lender that is entitled to an exemption from or reduction guarantor of non-U.S. withholding tax under the Law any of the jurisdiction in which the Guarantor is located, Guaranteed Obligations to violate or be unable to comply with any treaty to which such jurisdiction is a party, with respect to provision of any other Loan Document. All payments under this Guaranty hereunder shall deliver to the Guarantor (with a copy be made to the Administrative Agent, for the account of the respective Secured Parties to which such payment is owed, in the applicable currency at the applicable Administrative Agent’s Office and in accordance with the terms of the Credit Agreement (or in the case of obligations arising under any Secured Cash Management Agreement or Secured Hedge Agreement other than following the occurrence of an Event of Default (in which case, Section 8.03 of the Credit Agreement shall control), at to the time applicable Cash Management Bank or times prescribed by Hedge Bank as specified in the applicable Law Secured Cash Management Agreement or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentationSecured Hedge Agreement).

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Each Guarantor represents and warrants that it is organized under the laws of Delaware. The Guarantors shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction for any Taxes unless any such Guarantor is compelled by law to make such deduction or withholding for, or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritywithholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the LendersExcluded Taxes) is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit account of each other Secured Party (or in the Lenderscase of obligations arising under any Secured Cash Management Agreement or Secured Hedge Agreement, to the applicable Cash Management Bank or Hedge Bank), on the date on which such amount is due and payable hereunder, such additional amount in Dollars the applicable currency as shall be reasonably necessary to enable the Lenders each such Secured Party to receive the same net amount which the Lender such Secured Party would have received on such due date had no such obligation been imposed upon such Guarantor. Such Each Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (or other evidence satisfactory in the case of obligations arising under any Secured Cash Management Agreement or Secured Hedge Agreement, to the Administrative Agentapplicable Cash Management Bank or Hedge Bank) showing certificates or other valid vouchers for all taxes Taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations (other than contingent indemnification or expense reimbursement obligations for which no claim has been made) and termination of this Guaranty. 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 Borrowerany Borrower or any Guarantor, including but not limited to, to any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of the any Borrower’s propertyproperty other than any such act that has the effect of rendering the obligations hereunder or the performance thereof by the Guarantors illegal or would cause any Guarantor, any Borrower or by economic, political, regulatory or any other events in the countries where the Guarantor is located. A Lender that is entitled to an exemption from or reduction guarantor of non-U.S. withholding tax under the Law any of the jurisdiction in which the Guarantor is located, Guaranteed Obligations to violate or be unable to comply with any treaty to which such jurisdiction is a party, with respect to provision of any other Loan Document. All payments under this Guaranty hereunder shall deliver to the Guarantor (with a copy be made to the Administrative Agent, for the account of the respective Secured Parties to which such payment is owed, in the applicable currency at the applicable Administrative Agent’s Office and in accordance with the terms of the Credit Agreement (or in the case of obligations arising under any Secured Cash Management Agreement or Secured Hedge Agreement other than following the occurrence of an Event of Default (in which case, Section 8.03 of the Credit Agreement shall control), at to the time applicable Cash Management Bank or times prescribed by Hedge Bank as specified in the applicable Law Secured Cash Management Agreement or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentationSecured Hedge Agreement).

No Setoff or Deductions; Taxes; Payments. Except as required by LawAlexion Holding B.V. represents and warrants that it is organized and resident in the Netherlands. Enobia Pharma Inc. represents and warrants that it is organized under the laws of Canada. Enobia Canada Limited Partnership represents and warrants that it is organized under the laws of Ontario, each Canada. The Foreign Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless the Foreign Guarantor is compelled by law to make such deduction or 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 Lenders) Other Taxes is imposed upon any the Foreign Guarantor with respect to any amount payable by it hereunder, such the Foreign Guarantor will pay to the Administrative Agent for the benefit of the LendersSecured Parties, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable the Lenders Secured Parties to receive the same net amount which the Lender Secured Parties would have received on such due date had no such obligation been imposed upon such the Foreign Guarantor. Such The Foreign Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such the Foreign Guarantor hereunder. The obligations of the Guarantors Foreign Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. All 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 governmental authority affecting the Borrowerany 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 the Borrowerany Loan Party’s property, or by economic, political, regulatory or other events in the countries where the Guarantor any Loan Party is located. A Lender that is entitled to an exemption from The Foreign Guarantor shall indemnify the Administrative Agent, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or reduction of non-U.S. withholding tax under Other Taxes paid by the Law of the jurisdiction in which the Guarantor is located, Administrative Agent on or any treaty to which such jurisdiction is a party, with respect to payments under any payment by or on account of any obligation of the Foreign Guarantor in connection with this Guaranty shall deliver and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the Guarantor (with a copy amount of such payment or liability delivered to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested Foreign Guarantor by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to Administrative Agent shall be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentationconclusive absent manifest error.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each 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 set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation to deduct or withhold (other than one arising with respect to taxes based on or measured by the income or profits of the LendersLender) is imposed upon any Guarantor with respect to any amount payable by it the Guarantor hereunder, such the Guarantor will nonetheless pay to the Administrative Agent for the benefit of the LendersLender, on the date on which such amount is due and payable hereunder, such the full amount of the Guaranteed Obligation to be paid and any additional amount in Dollars U.S. dollars as shall may be necessary to enable the Lenders Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon such the Guarantor. Such The Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by Lender such Guarantor (certificates or other valid vouchers as will evidence satisfactory to the Administrative Agent) showing payment of all taxes or other charges deducted from or paid with respect to payments made by such the Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. All At the Lender'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 governmental authority affecting the any 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 any Borrower’s 's property, or by economic, political, regulatory or other events in the countries where the Guarantor any Borrower is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each 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 set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the LendersLender) is imposed upon any the Guarantor with respect to any amount payable by it hereunder, such the Guarantor will pay to the Administrative Agent for the benefit account of the Lenders, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders to receive the same net amount which the Lender Lenders would have received on such due date had no such obligation been imposed upon such the Guarantor. Such The Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such the Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. 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 governmental authority affecting the BorrowerBorrowers, 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 Borrowers’ property, or by economic, political, regulatory or other events in the countries where the Guarantor any Borrower is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Each Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the LendersAdministrative Agent or any Lender) is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit of the LendersAgent, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders Administrative Agent to receive the same net amount which the Lender Administrative Agent would have received on such due date had no such obligation been imposed upon such Guarantor. Such Each Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (certificates or other evidence satisfactory to the Administrative Agent) showing valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. All 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 governmental authority affecting the 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 Borrower’s property, or by economic, political, regulatory or other events in the countries where the Guarantor Borrower is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.

No Setoff or Deductions; Taxes; Payments. Except as required by Law, each Each Guarantor shall make all payments hereunder without set-off setoff or counterclaim and free and clear of, of and without deduction or withholding for, or on account of, for any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or hereafter imposed, levied, collected, withheld imposed or assessed levied by any Governmental Authorityjurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the LendersExcluded Taxes) is imposed upon any a Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit of the LendersSecured Parties for application to the Guaranteed Obligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable the Lenders Secured Parties to receive the same net amount which the Lender Secured Parties would have received on such due date had no such obligation been imposed upon such Guarantor. Such Each Guarantor will deliver promptly to the Administrative Agent a certified copy of any official receipt received by such Guarantor (Secured Parties certificates or other valid vouchers or other evidence reasonably satisfactory to the Administrative Agent) showing Agent for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty. 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 Borrowerany Guarantor or any other 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 the Borrowerany Guarantor’s or any other Loan Party’s property, or by economic, political, regulatory or other events in the countries where the any Guarantor or any other Loan Party is located. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guaranty shall deliver to the Guarantor (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at a reduced rate, provided further that such Lender is legally entitled to complete, execute and deliver such documentation.