(a) Any and all payments made by or on behalf of each Borrower under this Agreement or any other Loan Document shall be made 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, excluding Excluded Taxes (all such taxes, levies, imposts, duties, charges, fees, deductions or withholdings other than Excluded Taxes, “ Non-Excluded Taxes ”). If any Non-Excluded Taxes or Other Taxes are required to be withheld or deducted from any amounts payable to the Administrative Agent or any Lender under any Loan Document, as determined in good faith by the applicable withholding agent, the amounts so payable by the applicable Borrower to the Administrative Agent or such Lender shall be increased to the extent necessary (after payment of all such Non-Excluded Taxes and Other Taxes) so that the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made. Whenever any such Non-Excluded Taxes or Other Taxes are payable by any Borrower pursuant to applicable law, thereafter such Borrower shall send to the Administrative Agent for its own account or for the account of such Lender but in any event no later than thirty days following the date on which such Borrower pays any Non-Excluded Taxes or Other Taxes to the Mexican tax authority, as the case may be, the original official report or return, the electronic document obtained after the payment of the withholding tax or the withholding certificate, received by such Borrower showing payment thereof and all other additional information and documents that the Administrative Agent or such Lender shall reasonably request related to such payment. If any Borrower fails to pay any such Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and each Lender within ten days after written demand thereof for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or such Lender as a result of any such failure. Each Borrower shall jointly and severally indemnify the Administrative Agent and each Lender for any Non-Excluded Taxes or Other Taxes that are payable or paid by the Administrative Agent or such Lender and any incremental taxes, interest or penalties with respect thereto; provided, however, that in no event shall the Mexican Borrower be required to indemnify the Administrative Agent or any Lender for withholding Taxes payable on payments made by the US Borrower under any Loan Document.