Common use of Payments Free and Clear of Taxes Clause in Contracts

Payments Free and Clear of Taxes. In the event the Company is no longer a United States person for U.S. federal income tax purposes, the Company will pay all amounts of principal of, Make-Whole Amount, if any, and interest on the Notes thereafter, and all other amounts payable thereafter under this Agreement or the Notes, without set-off or counterclaim and free and clear of, and without deduction or withholding for or on account of, all income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings thereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (all such taxes, duties, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”) except (a) net income taxes and franchise taxes in lieu of net income taxes imposed on any holder of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located and (b) any Taxes imposed on any holder of any Note not resident in the United States of America to the extent the amount of such Taxes exceeds the amount of any Taxes that would have been imposed had such holder been a resident of the United States of America for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America and the jurisdiction of the Governmental Authority imposing such Taxes (all Taxes other than those described in the foregoing clauses (a) and (b) being hereinafter called “Non-Excluded Taxes”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to a holder of any Notes, the amounts so payable to such holder shall be increased to the extent necessary to yield such holder (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes. Whenever any Non-Excluded Taxes are payable by the Company, as promptly as possible thereafter, the Company shall send to each holder of the Notes, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fail to remit to each holder of the Notes the required receipts or other required documentary evidence, the Company shall indemnify each holder of the Notes for any Non-Excluded Taxes (including interest or penalties) that may become payable by such holder as a result of any such failure. The obligations of the Company under this Section 22.9 shall survive the payment and performance of the Notes and the termination of this Agreement.

Payments Free and Clear of Taxes. In The Obligors, for the benefit of those holders of the Notes which are residents, citizens or domestic corporations of the United States of America at the time of any payment made by an Obligor hereunder (the "RELEVANT HOLDERS"), agree that in the event the Company is no longer a United States person for U.S. federal income tax purposes, the Company will pay all amounts of principal of, Make-Whole Amount, if any, and interest on the Notes thereafter, and all other amounts payable thereafter any such payments made by an Obligor under this Agreement or the Notes, without set-off this Agreement, a Guaranty Agreement or counterclaim and free and clear ofany other Financing Document are subject to any present or future tax, and without deduction duty, assessment, impost, levy or withholding for or on account of, all income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings thereafter similar charge (a "RELEVANT TAX") imposed, levied, collected, assessed, deducted or withheld by the government of Canada (or assessed any authority therein or thereof) or by any Governmental Authority (all such taxes, duties, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”) except (a) net income taxes and franchise taxes in lieu of net income taxes imposed on any holder the government of any Note by its other country or jurisdiction of incorporation (or the jurisdiction in which its applicable lending office is located and (bany authority therein or thereof) any Taxes imposed on any holder of any Note not resident in other than the United States of America (or any authority therein or thereunder) from or through which payments hereunder are actually made (each a "TAXING JURISDICTION"), the Obligors will pay to the extent Relevant Holder such additional amounts (the amount "ADDITIONAL AMOUNTS") as may be necessary in order that the net amounts paid to such Relevant Holder pursuant to the terms of this Agreement, such Taxes exceeds the amount of any Taxes that would have been imposed had such holder been a resident of the United States of America for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America and the jurisdiction of the Governmental Authority imposing such Taxes (all Taxes other than those described in the foregoing clauses (a) and (b) being hereinafter called “Non-Excluded Taxes”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to a holder of any Notes, the amounts so payable to Guaranty Agreements and the other Financing Documents after imposition of any such holder Relevant Tax (including, without limitation, any Relevant Tax on such Additional Amounts) shall be increased to the extent necessary to yield such holder (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in not less than the amounts specified in this Agreement to be then due and payable (after giving effect to the Notes. Whenever any Non-Excluded exclusion for Relevant Taxes are payable imposed by the Company, as promptly as possible thereafter, the Company shall send to each holder government of the NotesUnited States (or any authority therein or thereunder) as described above), a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fail to remit to each holder of the Notes the required receipts or other required documentary evidence, the Company except that no such Additional Amounts shall indemnify each holder of the Notes for any Non-Excluded Taxes (including interest or penalties) that may become be payable by such holder as a result of any such failure. The obligations of the Company under this Section 22.9 shall survive the payment and performance of the Notes and the termination in respect of this Agreement, any Note, a Guaranty Agreement or any other Financing Document to a Relevant Holder which is liable for such Relevant Tax in respect of this Note Agreement, such Notes, such Guaranty Agreement or such other Financing Document solely by reason of such Relevant Holder being resident or being deemed resident in such Taxing Jurisdiction or carrying on business or being deemed to carry on business in such Taxing Jurisdiction or having some other business connection with such Taxing Jurisdiction other than, in the case of Canada, the mere holding of this Agreement, such Notes, such Guaranty Agreement or such other Financing Document or the receipt of principal or interest in respect thereof.

Payments Free and Clear of Taxes. In (a) The Company, for the benefit of the holders of the Notes, agrees that in the event payments, if any, made by the Company hereunder or in respect of the Notes to any holder are subject to any present or future tax, duty, assessment, impost, lxxx, withholding or other similar charge (a “Relevant Tax”) imposed upon such holder by the government of any country or jurisdiction (or any authority therein or thereof) other than any tax based on or measured by net income imposed on any holder of the Notes by the country in which such holder is no longer a United States person for U.S. federal income tax purposesresident (the “Resident Country”), from or through which payments hereunder or on or in respect of the Notes are actually made (each a “Taxing Jurisdiction”), the Company will pay all to such holder such additional amounts (“Tax Indemnity Amounts”) as may be necessary in order that the net amounts paid to such holder pursuant to the terms of principal of, Make-Whole Amount, if any, and interest on the Notes thereafter, and all other amounts payable thereafter under this Agreement or the Notes, without set-off or counterclaim and free and clear of, and without deduction or withholding for or on account of, all income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings thereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (all such taxes, duties, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”) except (a) net income taxes and franchise taxes in lieu of net income taxes imposed on any holder Notes after imposition of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located and (b) any Taxes imposed on any holder of any Note not resident in the United States of America to the extent the amount of such Taxes exceeds the amount of any Taxes that would have been imposed had such holder been a resident of the United States of America for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America and the jurisdiction of the Governmental Authority imposing such Taxes (all Taxes other than those described in the foregoing clauses (a) and (b) being hereinafter called “Non-Excluded Taxes”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to a holder of any Notes, the amounts so payable to such holder Relevant Tax shall be increased to the extent necessary to yield such holder (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the Notes. Whenever exclusion for Relevant Taxes imposed by the government of the Resident Country), provided that the Company shall not be obliged to pay such Tax Indemnity Amounts to any Nonholder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable: (1) had such holder not been a resident of Canada within the meaning of the Income Tax Act (Canada) or not used or held such Note in the course of carrying on a business in Canada within the meaning of the Income Tax Act (Canada); or (2) had such holder not dealt with the Company on a non-Excluded Taxes are payable arm’s length basis (within the meaning of the Income Tax Act (Canada)) in connection with any such payment; or (3) had such holder not had any connection with such Taxing Jurisdiction or any territory or political subdivision thereof other than the mere holding of a Note (or the receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof); or (4) but for the delay or failure by such holder (following a written request by the Company) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence, that is required to be filed by such holder to avoid or reduce such Relevant Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person (collectively, “Forms”) and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (4) upon the good faith completion and submission of such Forms as promptly as possible thereaftermay be specified in a written request of the Company no later than 45 days after receipt by such holder of such written request (which written request shall be accompanied by a copy of such Forms and all applicable instructions and, if any such Forms or instructions shall not be in the English language, an English translation thereof). (b) Within 60 days after the date of any payment by the Company of any Relevant Tax in respect of any payment under the Notes or this Agreement, the Company shall send furnish to each holder of a Note the Notesoriginal tax receipt for the payment of such Relevant Tax (or if such original tax receipt is not available, a duly certified copy of an the original official receipt received tax receipt), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by the Company showing payment thereof. any holder of a Note. (c) If the Company fails has made a payment to or on account of any holder of a Note pursuant to Section 8.8(a) above and such holder, in such holder’s reasonable discretion, determines that it is entitled to a refund of the Relevant Tax to which such payment is attributable from the Governmental Authority to which the payment of the Relevant Tax was made and such refund can be obtained by filing one or more Forms, then (i) such holder shall, as soon as practicable after receiving a written request therefor from the Company (which request shall specify in reasonable detail the Forms to be filed), file such Forms and (ii) upon receipt of such refund, if any, provided no Default or Event of Default then exists, promptly pay any Non-Excluded Taxes when due over such refund to the Company. For the avoidance of doubt, nothing herein shall (a) restrict the right of any holder to arrange its tax affairs as it shall deem appropriate taxing authority or fail (b) require any holder to remit disclose any information regarding its tax affairs or computations to each holder of the Notes the required receipts or other required documentary evidence, the Company or any other Person other than as shall indemnify each holder of be necessary to permit the Notes for any Non-Excluded Taxes (including interest or penalties) that may become payable by such holder as a result Company to determine whether the payment of any such failure. The obligations Tax Indemnity Amount would be required to be made pursuant to the provisions of this Section 8.8; provided, however, no holder shall be obligated to disclose any of its tax returns to the Company under this Section 22.9 shall survive the payment and performance of the Notes and the termination of this Agreementor any other Person.

Payments Free and Clear of Taxes. In (a) Each Obligor, for the benefit of the holders of the Notes, agrees that in the event the Company is no longer a United States person for U.S. federal income tax purposes, the Company will pay all amounts of principal of, Make-Whole Amountpayments, if any, and interest on made by any Obligor (other than an Obligor organized under the laws of the United States or any State thereof (including the District of Columbia)) hereunder or in respect of the Notes thereafterto any holder are subject to any present or future tax, and all duty, assessment, impost, levy, withholding or other amounts payable thereafter under this Agreement or the Notes, without set-off or counterclaim and free and clear of, and without deduction or withholding for or on account of, all income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings thereafter imposed, levied, collected, withheld or assessed by any Governmental Authority similar charge (all such taxes, duties, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called a “TaxesRelevant Tax”) except imposed upon such holder by the government of any country or jurisdiction (aor any authority therein or thereof) other than any tax based on or measured by net income taxes and franchise taxes in lieu of net income taxes imposed on any holder of any Note the Notes by its jurisdiction of incorporation or the jurisdiction country in which its applicable lending office is located and (b) any Taxes imposed on any holder of any Note not resident in the United States of America to the extent the amount of such Taxes exceeds the amount of any Taxes that would have been imposed had such holder been is a resident (the “Resident Country”), from or through which payments hereunder or on or in respect of the United States of America for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America and the jurisdiction of the Governmental Authority imposing such Taxes Notes are actually made (all Taxes other than those described in the foregoing clauses (a) and (b) being hereinafter called each a “Non-Excluded TaxesTaxing Jurisdiction”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to a holder of any Notes, the amounts so payable Obligors will pay to such holder such additional amounts (“Tax Indemnity Amounts”) as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes after imposition of any such Relevant Tax shall be increased to the extent necessary to yield such holder (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the Notes. Whenever any Non-Excluded exclusion for Relevant Taxes are payable imposed by the Companygovernment of the Resident Country), provided that the Obligors shall not be required to pay such Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable: (1) had such holder not had any connection with such Taxing Jurisdiction or any territory or political subdivision thereof other than the mere holding of a Note (or the receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof); provided that this exclusion shall not apply with respect to any Tax that would not have been imposed but for an Obligor, after the date of the Closing, opening an office in, moving an office to, reincorporating or reorganizing in, or changing the Taxing Jurisdiction from or through which payments on account of this Agreement or the Notes are made, to the Taxing Jurisdiction imposing the relevant Tax; or (2) but for the delay or failure by such holder (following a written request by the Obligors) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence, that is required to be filed by such holder to avoid or reduce such Relevant Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person (collectively, “Forms”) and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (2) upon the good faith completion and submission of such Forms as promptly as possible thereaftermay be specified in a written request of the Obligors no later than 45 days after receipt by such holder of such written request (which written request shall be accompanied by a copy of such Forms and all applicable instructions and, if any such Forms or instructions shall not be in the English language, an English translation thereof). (b) Within 60 days after the date of any payment by the Obligors of any Relevant Tax in respect of any payment under the Notes or this Agreement, the Company Obligors shall send furnish to each holder of a Note the Notesoriginal tax receipt for the payment of such Relevant Tax (or if such original tax receipt is not available, a duly certified copy of an the original official tax receipt), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. (c) If any Obligor has made a payment to or on account of any holder of a Note pursuant to Section 8.6(a) above and such holder, in such holder’s reasonable discretion, determines that it is entitled to a refund of the Relevant Tax to which such payment is attributable from the Governmental Authority to which the payment of the Relevant Tax was made and such refund can be obtained by filing one or more Forms, then (1) such holder shall, as soon as practicable after receiving a written request therefor from the Obligors (which request shall specify in reasonable detail the Forms to be filed), file such Forms and (2) upon receipt received by the Company showing payment thereof. If the Company fails to of such refund, if any, provided no Default or Event of Default then exists, promptly pay any Non-Excluded Taxes when due over such refund to the appropriate taxing authority or fail to remit to each holder relevant Obligor. For the avoidance of doubt, nothing herein shall (a) restrict the Notes the required receipts or other required documentary evidence, the Company shall indemnify each holder of the Notes for any Non-Excluded Taxes (including interest or penalties) that may become payable by such holder as a result right of any such failure. The obligations holder to arrange its tax affairs as it shall deem appropriate or (b) require any holder to disclose any information regarding its tax affairs or computations to any Obligor or any other Person other than as shall be necessary to permit the Obligors to determine whether the payment of any Tax Indemnity Amount would be required to be made pursuant to the Company under provisions of this Section 22.9 8.6; provided, however, no holder shall survive the payment and performance be obligated to disclose any of the Notes and the termination of this Agreementits tax returns to any Obligor or any other Person.

Payments Free and Clear of Taxes. In (a) The Company, for the benefit of the holders, agrees that in the event payments, if any, made by the Company hereunder to any holder are subject to any present or future tax, duty, assessment, impost, levy, withholding or other similar charge (a "Relevant Tax") imposed upon such holder by the government of any country or jurisdiction (or any authority or political subdivision therein or thereof) other than any tax based on or measured by net income or capital imposed on any holder by the country in which such holder is no longer a United States person resident for U.S. federal income tax purposespurposes (the "Resident Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction"), the Company will pay all to such holder such additional amounts ("Tax Indemnity Amounts") as may be necessary in order that the net amounts paid to such holder pursuant to the terms of principal of, Make-Whole Amount, if any, and interest on this Guaranty after imposition of any such Relevant Tax shall be not less than the Notes thereafter, and all other amounts payable thereafter under this specified in the Note Purchase Agreement or the NotesNotes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), without set-off or counterclaim and free and clear of, and without deduction or withholding for or on account of, all income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings thereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (all provided that the Company shall not be obliged to pay such taxes, duties, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”) except (a) net income taxes and franchise taxes in lieu of net income taxes imposed on Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable: (1) had such holder not been a resident of Canada within the meaning of the Income Tax Act (Canada) or not used or held such Note in the course of carrying on a business in Canada within the meaning of the Income Tax Act (Canada); or (2) had such holder not dealt with the Company on a non-arm's length basis (within the meaning of the Income Tax Act (Canada)) in connection with any such payment; or (3) had such holder not had any connection with such Taxing Jurisdiction or any territory or political subdivision thereof other than the mere holding of a Note by its jurisdiction of incorporation (or the jurisdiction receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof); or (4) but for the delay or failure by such holder (following a written request by the Company) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence, that is required to be filed by such holder to avoid or reduce such Relevant Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person (collectively, "Forms") and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (4) upon the good faith completion and submission of such Forms as may be specified in a written request of the Company no later than 45 days after receipt by such holder of such written request (which its written request shall be accompanied by a copy of such Forms and all applicable lending office is located instructions and, if any such Forms or instructions shall not be in the English language, an English translation thereof); and (b) provided further that in no event shall the Company be obligated to pay any Taxes imposed on Tax Indemnity Amount to any holder of any Note not resident for income tax purposes in the United States of America to or any other jurisdiction in which an original Purchaser is resident for tax purposes on the extent date of Closing in excess of the amount of such Taxes exceeds amounts that the amount of any Taxes that Company would have been imposed had obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for income tax purposes for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the jurisdiction of the Governmental Authority imposing such Taxes (all Taxes other than those described in the foregoing clauses (a) and relevant Taxing Jurisdiction. (b) being hereinafter called “Non-Excluded Taxes”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to a holder Within 60 days after the date of any Notes, the amounts so payable to such holder shall be increased to the extent necessary to yield such holder (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes. Whenever any Non-Excluded Taxes are payable by the Company, as promptly as possible thereafterCompany of any Relevant Tax in respect of any payment under this Guaranty, the Company shall send furnish to each holder of a Note the Notesoriginal tax receipt for the payment of such Relevant Tax (or if such original tax receipt is not available, such other evidence as may be acceptable to the holders), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a certified copy of an original official receipt received by the Company showing payment thereof. Note. (c) If the Company fails has made a payment to or on account of any holder of a Note pursuant to Section 6(a) above and such holder, in such holder's reasonable discretion, determines that it is entitled to a refund of the Relevant Tax to which such payment is attributable from the Governmental Authority to which the payment of the Relevant Tax was made and such refund can be obtained by filing one or more Forms, then (i) such holder shall, as soon as practicable after receiving a written request therefor from the Company (which request shall specify in reasonable detail the Forms to be filed), file such Forms and (ii) upon receipt of such refund, if any, provided no Default or Event of Default then exists, promptly pay any Non-Excluded Taxes when due over such refund to the Company. For the avoidance of doubt, nothing herein shall (a) restrict the right of any holder to arrange its tax affairs as it shall deem appropriate taxing authority or fail (b) require any holder to remit disclose any information regarding its tax affairs or computations to each holder of the Notes the required receipts or other required documentary evidence, the Company or any other Person other than as shall indemnify each holder of be necessary to permit the Notes for any Non-Excluded Taxes (including interest or penalties) that may become payable by such holder as a result Company to determine whether the payment of any such failure. The obligations Tax Indemnity Amount would be required to be made pursuant to the provisions of this Section 6; provided, however, no holder shall be obligated to disclose any of its tax returns to the Company under this Section 22.9 shall survive the payment and performance of the Notes and the termination of this Agreementor any other Person.

Payments Free and Clear of Taxes. In (a) The Issuer, for the benefit of the holders, agrees that in the event the Company is no longer a United States person for U.S. federal income tax purposes, the Company will pay all amounts of principal of, Make-Whole Amountpayments, if any, and interest on made by the Issuer hereunder or in respect of the Notes thereafterto any holder are subject to any present or future tax, and all duty, assessment, impost, levy, withholding or other similar charge (a "Relevant Tax") imposed upon such holder by the government of any country or jurisdiction (or any authority or political subdivision therein or thereof) other than any tax based on or measured by net income or capital imposed on any holder by the country in which such holder is a resident for income tax purposes (the "Resident Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction"), the Issuer will pay to such holder such additional amounts payable thereafter under ("Tax Indemnity Amounts") as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the NotesNotes after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), without set-off or counterclaim and free and clear of, and without deduction or withholding for or on account of, all income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings thereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (all provided that the Issuer shall not be obliged to pay such taxes, duties, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”) except (a) net income taxes and franchise taxes in lieu of net income taxes imposed on Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable: (1) had such holder not been a resident of Canada within the meaning of the Income Tax Act (Canada) or not used or held such Note in the course of carrying on a business in Canada within the meaning of the Income Tax Act (Canada); or (2) had such holder not dealt with the members of the Issuer or Parent Company on a non-arm's length basis (within the meaning of the Income Tax Act (Canada)) in connection with any such payment; or (3) had such holder not had any connection with such Taxing Jurisdiction or any territory or political subdivision thereof other than the mere holding of a Note by its jurisdiction of incorporation (or the jurisdiction receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof); or (4) but for the delay or failure by such holder (following a written request by the Issuer) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence, that is required to be filed by such holder to avoid or reduce such Relevant Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person (collectively, "Forms") and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (4) upon the good faith completion and submission of such Forms as may be specified in a written request of the Issuer no later than 45 days after receipt by such holder of such written request (which its written request shall be accompanied by a copy of such Forms and all applicable lending office is located instructions and, if any such Forms or instructions shall not be in the English language, an English translation thereof); and (b) provided further that in no event shall the Issuer be obligated to pay any Taxes imposed on Tax Indemnity Amount to any holder of any Note not resident for income tax purposes in the United States of America to or any other jurisdiction in which an original Noteholder is resident for tax purposes on the extent date of Closing in excess of the amount of such Taxes exceeds amounts that the amount of any Taxes that Issuer would have been imposed had obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for income tax purposes for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the jurisdiction of the Governmental Authority imposing such Taxes (all Taxes other than those described in the foregoing clauses (a) and relevant Taxing Jurisdiction. (b) being hereinafter called “Non-Excluded Taxes”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to a holder Within 60 days after the date of any Notespayment by the Issuer of any Relevant Tax in respect of any payment under the Notes or this Agreement, the amounts so payable to such holder Issuer shall be increased to the extent necessary to yield such holder (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes. Whenever any Non-Excluded Taxes are payable by the Company, as promptly as possible thereafter, the Company shall send furnish to each holder of a Note the Notesoriginal tax receipt for the payment of such Relevant Tax (or if such original tax receipt is not available, a certified copy such other evidence of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any Non-Excluded Taxes when due as may be acceptable to the appropriate taxing authority or fail holders), together with such other documentary evidence with respect to remit such payments as may be reasonably requested from time to each time by any holder of the Notes the required receipts or other required documentary evidence, the Company shall indemnify each holder of the Notes for any Non-Excluded Taxes (including interest or penalties) that may become payable by such holder as a result of any such failure. The obligations of the Company under this Section 22.9 shall survive the payment and performance of the Notes and the termination of this AgreementNote.

Payments Free and Clear of Taxes. In The Obligors, for the benefit of those holders of the Notes which are residents, citizens or domestic corporations of the United States of America at the time of any payment made by an Obligor hereunder (the "RELEVANT HOLDERS"), agree that in the event the Company is no longer a United States person for U.S. federal income tax purposes, the Company will pay all amounts of principal of, Make-Whole Amount, if any, and interest on the Notes thereafter, and all other amounts payable thereafter any such payments made 77 by an Obligor under this Agreement or the Notes, without set-off this Agreement, a Guaranty Agreement or counterclaim and free and clear ofany other Financing Document are subject to any present or future tax, and without deduction duty, assessment, impost, levy or withholding for or on account of, all income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings thereafter similar charge (a "RELEVANT TAX") imposed, levied, collected, assessed, deducted or withheld by the government of Canada (or assessed any authority therein or thereof) or by any Governmental Authority (all such taxes, duties, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”) except (a) net income taxes and franchise taxes in lieu of net income taxes imposed on any holder the government of any Note by its other country or jurisdiction of incorporation (or the jurisdiction in which its applicable lending office is located and (bany authority therein or thereof) any Taxes imposed on any holder of any Note not resident in other than the United States of America (or any authority therein or thereunder) from or through which payments hereunder are actually made (each a "TAXING JURISDICTION"), the Obligors will pay to the extent Relevant Holder such additional amounts (the amount "ADDITIONAL AMOUNTS") as may be necessary in order that the net amounts paid to such Relevant Holder pursuant to the terms of this Agreement, such Taxes exceeds the amount of any Taxes that would have been imposed had such holder been a resident of the United States of America for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America and the jurisdiction of the Governmental Authority imposing such Taxes (all Taxes other than those described in the foregoing clauses (a) and (b) being hereinafter called “Non-Excluded Taxes”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to a holder of any Notes, the amounts so payable to Guaranty Agreements and the other Financing Documents after imposition of any such holder Relevant Tax (including, without limitation, any Relevant Tax on such Additional Amounts) shall be increased to the extent necessary to yield such holder (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in not less than the amounts specified in this Agreement to be then due and payable (after giving effect to the Notes. Whenever any Non-Excluded exclusion for Relevant Taxes are payable imposed by the Company, as promptly as possible thereafter, the Company shall send to each holder government of the NotesUnited States (or any authority therein or thereunder) as described above), a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fail to remit to each holder of the Notes the required receipts or other required documentary evidence, the Company except that no such Additional Amounts shall indemnify each holder of the Notes for any Non-Excluded Taxes (including interest or penalties) that may become be payable by such holder as a result of any such failure. The obligations of the Company under this Section 22.9 shall survive the payment and performance of the Notes and the termination in respect of this Agreement, any Note, a Guaranty Agreement or any other Financing Document to a Relevant Holder which is liable for such Relevant Tax in respect of this Note Agreement, such Notes, such Guaranty Agreement or such other Financing Document solely by reason of such Relevant Holder being resident or being deemed resident in such Taxing Jurisdiction or carrying on business or being deemed to carry on business in such Taxing Jurisdiction or having some other business connection with such Taxing Jurisdiction other than, in the case of Canada, the mere holding of this Agreement, such Notes, such Guaranty Agreement or such other Financing Document or the receipt of principal or interest in respect thereof.

Payments Free and Clear of Taxes. In (a) The Issuer, for the benefit of the holders, agrees that in the event the Company is no longer a United States person for U.S. federal income tax purposes, the Company will pay all amounts of principal of, Make-Whole Amountpayments, if any, and interest on made by the Issuer hereunder or in respect of the Notes thereafterto any holder are subject to any present or future tax, and all duty, assessment, impost, levy, withholding or other similar charge (a "Relevant Tax") imposed upon such holder by the government of any country or jurisdiction (or any authority or political subdivision therein or thereof) other than any tax based on or measured by net income or capital imposed on any holder by the country in which such holder is a resident for income tax purposes (the "Resident Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction"), the Issuer will pay to such holder such additional amounts payable thereafter under ("Tax Indemnity Amounts") as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the NotesNotes after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), without set-off or counterclaim and free and clear of, and without deduction or withholding for or on account of, all income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings thereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (all provided that the Issuer shall not be obliged to pay such taxes, duties, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”) except (a) net income taxes and franchise taxes in lieu of net income taxes imposed on Tax Indemnity Amounts to any holder of any a Note by its jurisdiction in respect of incorporation Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable: (1) had such holder not been a resident of Canada within the meaning of the Income Tax Act (Canada) or not used or held such Note in the course of carrying on a business in Canada within the meaning of the Income Tax Act (Canada); or (2) had such holder not dealt with the members of the Issuer or the jurisdiction Company on a non-arm's length basis (within the meaning of the Income Tax Act (Canada)) in connection with any such payment; or (3) had such holder not had any connection with such Taxing Jurisdiction or any territory or political subdivision thereof other than the mere holding of a Note (or the receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof); or (4) but for the delay or failure by such holder (following a written request by the Issuer) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence, that is required to be filed by such holder to avoid or reduce such Relevant Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person (collectively, "Forms") and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (4) upon the good faith completion and submission of such Forms as may be specified in a written request of the Issuer no later than 45 days after receipt by such holder of such written request (which its written request shall be accompanied by a copy of such Forms and all applicable lending office is located instructions and, if any such Forms or instructions shall not be in the English language, an English translation thereof); and (b) provided further that in no event shall the Issuer be obligated to pay any Taxes imposed on Tax Indemnity Amount to any holder of any Note not resident for income tax purposes in the United States of America to or any other jurisdiction in which an original Purchaser is resident for tax purposes on the extent date of Closing in excess of the amount of such Taxes exceeds amounts that the amount of any Taxes that Issuer would have been imposed had obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for income tax purposes for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the jurisdiction of the Governmental Authority imposing such Taxes (all Taxes other than those described in the foregoing clauses (a) and relevant Taxing Jurisdiction. (b) being hereinafter called “Non-Excluded Taxes”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to a holder Within 60 days after the date of any Notespayment by the Issuer of any Relevant Tax in respect of any payment under the Notes or this Agreement, the amounts so payable to such holder Issuer shall be increased to the extent necessary to yield such holder (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes. Whenever any Non-Excluded Taxes are payable by the Company, as promptly as possible thereafter, the Company shall send furnish to each holder of a Note the Notesoriginal tax receipt for the payment of such Relevant Tax (or if such original tax receipt is not available, such other evidence of payment as may be acceptable to the holders), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a certified copy of an original official receipt received by the Company showing payment thereof. Note. (c) If the Company fails Issuer has made a payment to or on account of any holder of a Note pursuant to Section 8.9(a) above and such holder, in such holder's reasonable discretion, determines that it is entitled to a refund of the Relevant Tax to which such payment is attributable from the Governmental Authority to which the payment of the Relevant Tax was made and such refund or credit can be obtained by filing one or more Forms, then (i) such holder shall, as soon as practicable after receiving a written request therefor from the Issuer (which request shall specify in reasonable detail the Forms to be filed), file such Forms and (ii) upon receipt of such refund, if any, provided no Default or Event of Default then exists, promptly pay any Non-Excluded Taxes when due over such refund to the appropriate taxing authority or fail to remit to each holder Issuer. For the avoidance of doubt, nothing herein shall (a) restrict the Notes the required receipts or other required documentary evidence, the Company shall indemnify each holder of the Notes for any Non-Excluded Taxes (including interest or penalties) that may become payable by such holder as a result right of any such failure. The obligations holder to arrange its tax affairs as it shall deem appropriate or (b) require any holder to disclose any information regarding its tax affairs or computations to the Issuer or any other Person other than as shall be necessary to permit the Issuer to determine whether the payment of any Tax Indemnity Amount would be required to be made pursuant to the Company under provisions of this Section 22.9 8.9; provided, however, no holder shall survive be obligated to disclose any of its tax returns to the payment and performance of the Notes and the termination of this AgreementIssuer or any other Person.

Payments Free and Clear of Taxes. In The Company, for the benefit of the holders of the Notes agrees that in the event payments made by the Company Company, hereunder or in respect of the Notes to any holder are subject to any present or future tax, duty, assessment, impost, levy, withholding or other similar charge (a "Relevant Tax") imposed upon such holder by the government of any country or jurisdiction (or any authority therein or thereof) other than any tax based on or measured by net income imposed on any holder by the country in which such holder is no longer domiciled (the "Domicile Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a United States person for U.S. federal income tax purposes"Taxing Jurisdiction"), the Company Company, will pay all to the holder such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of principal of, Make-Whole Amount, if any, and interest on the Notes thereafter, and all other amounts payable thereafter under this Agreement or the NotesNotes after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Domicile Country), without set-off or counterclaim and free and clear ofprovided that, and without deduction or withholding for or on account ofnotwithstanding the provisions of this Section 21.3, all income, stamp, documentary and other taxes and duties, and all other levies, imposts, charges, fees, deductions and withholdings thereafter imposed, levied, collected, withheld or assessed by (1) in no event shall the Company be obligated to pay any Governmental Authority (all such taxes, duties, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”) except (a) net income taxes and franchise taxes in lieu of net income taxes imposed on Relevant Tax with respect to any payment to any holder of any Note by its jurisdiction of incorporation or the jurisdiction in which its applicable lending office is located and (b) any Taxes imposed on any holder of any Note not resident in the United States in excess of America to the extent the amount of such Taxes exceeds which the amount of any Taxes that Company would have been imposed had such holder obligated to pay if (i) authorization could have been a resident of the United States of America for purposes of, and eligible for the benefits of, obtained under any double taxation income tax treaty from time to time in effect between the United States of America and the jurisdiction Taxing Jurisdiction in force at the relevant time for the Company to make such payment either without deduction or withholding of Relevant Taxes or with deduction or withholding of a lesser amount in respect of Relevant Taxes had the Governmental Authority imposing Notes held by such Taxes (holder been beneficially owned at all Taxes other than those described relevant times by persons who were eligible in full for any benefits and exemptions available under such treaty with respect to interest received from the foregoing clauses (a) Company, assuming that the Company and such persons had made and obtained all relevant claims and authorizations required under such treaty, and (bii) being hereinafter called “Non-Excluded Taxes”). If the Company had made the minimum deduction or withholding of Relevant Taxes which it would have been lawfully entitled to do pursuant to such authorization; and (2) no such additional amounts shall be payable in respect of any Non-Excluded Taxes are required to be withheld from any amounts payable Notes to a holder which is liable for such Relevant Tax in respect of any Notes, the amounts so payable to such holder shall be increased to the extent necessary to yield Notes by reason of such holder (after payment of all Non-Excluded Taxes) interest on any such other amounts payable hereunder recipient not dealing at the rates or in the amounts specified in this Agreement and the Notes. Whenever any Non-Excluded Taxes are payable by the Company, as promptly as possible thereafter, arms length with the Company shall send to each holder for purposes of the Notes, Income Tax Act (Canada) or being resident or being deemed to be resident in such Taxing Jurisdiction or having a certified copy permanent establishment in such Taxing Jurisdiction or carrying on business or being deemed to carry on business in such Taxing Jurisdiction or having some other business connection with such Taxing Jurisdiction other than the mere holding of an original official such Notes or the receipt received by the Company showing payment thereof. If the Company fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fail to remit to each holder of the Notes the required receipts or other required documentary evidence, the Company shall indemnify each holder of the Notes for any Non-Excluded Taxes (including interest or penalties) that may become payable by such holder as a result of any such failure. The obligations of the Company under this Section 22.9 shall survive the payment and performance of the Notes and the termination of this Agreementincome therefrom.