Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.4 (including by the payment of additional amounts pursuant to this Section 3.4), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.4 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this [Section 3.4(h)] (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this [Section 3.4(h)], in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this [Section 3.4(h)] the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This [Section 3.4(h)] shall not be construed to require any indemnified party to make available its Tax returns (or any other

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this [Section 2.16], it shall pay to the Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this [Section 2.16] with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph # the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank to make available its tax returns or its books or records (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Information. The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one (1) or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one (1) or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph # of this [Section 9.13] as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:

No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that # any Award intended to be exempt from Code Section 409A shall be so exempt, # any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.

The Parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a))])])] of the Treasury Regulations. The Intended Tax Treatment set forth in Section 5 of the MTA shall apply to the transactions described herein and is incorporated by reference.

Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the Parties as adjustments to the Purchase Price for tax purposes, unless otherwise required by Law.

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors, insurance brokers, insurers, reinsurers and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and are subject to customary confidentiality obligations of professional practice or agree to treat the Information as confidential), # to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), in which case such Person shall use commercially reasonable efforts to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify the Company, to the extent practicable and lawfully permitted to do so, # to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, in which case such Person shall use commercially reasonable efforts to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify the Company, to the extent practicable and lawfully permitted to do so, # to any other party hereto, # in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, # subject to an agreement containing provisions substantially the same as those of this [Section 10.07], to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to [Section 2.16(c) or (ii)])] any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, # with the consent of the Borrower, # to the extent such Information # becomes publicly available other than as a result of a breach of this [Section 10.07] or # becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or # on a confidential basis to any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Confidential Treatment of Company Information. In consideration of the Company’s disclosure to the Investor, including through the Observer as one of the Investor’s Representatives (as defined below), of information that is not publicly available concerning the Company, the Investor agrees that this Agreement will apply to all Board and Committee materials and all other non-public, confidential and/or proprietary information, in any form whatsoever, disclosed or made available by the Company or its advisors to the Observer or to the Investor via the Observer, in his or her capacity as the Observer (“Confidential Information”). The Investor may disclose the Confidential Information to its affiliates, and its affiliates’ officers, employees, directors, managers, agents, advisors, affiliates, limited partners, prospective investors and limited partners, lenders, service provides and other representatives (collectively, the “Representatives,” which term shall, for the avoidance of doubt, include the Observer) who either # are bound by a professional, ethical, contractual or other obligation of confidentiality to the Investor or the Company or # have agreed to act in accordance with the terms and conditions of this Section 2. Except as otherwise provided herein, the Investor agrees: # to hold the Confidential Information in strict confidence and # not to disclose the Confidential Information to any third parties. The Investor agrees to instruct all such Representatives, with whom it shares information, that such Confidential Information is confidential and not to disclose such Confidential Information to third parties without the prior written permission of the Company or as otherwise permitted herein.

Tax Treatment; Purchase Price Allocation. For federal income Tax purposes (and, where applicable, state and local income Tax purposes), Buyer, Seller and the Partnership agree to treat the Pre-Closing Distribution to Seller as a distribution from the Partnership to Seller pursuant to Code Section 731. For federal income Tax purposes (and, where applicable, state and local income Tax purposes), Buyer and Seller agree to treat the purchase of the Partnership Interest contemplated by this Agreement as an acquisition of assets in the manner described in Situation 1 of Revenue Ruling 99-6, 1999-1 C.B. 423, provided, however, if within sixty (60) Business Days following the Closing Date, Buyer notifies Seller that Buyer will elect to treat itself as an association taxable as a corporation for federal income Tax purposes effective on a date that precedes the Closing Date, then # Buyer and Seller shall treat the purchase of the Partnership Interest contemplated by this Agreement as a transfer of an interest in a partnership by sale or exchange as described in Code Section 743(b); # the Partnership shall make or otherwise have in effect an election pursuant to Code Section 754 for its taxable year that includes the Closing Date; and # Buyer and Seller agree that the purchase of the Partnership Interest shall not terminate the Partnership for federal income Tax purposes pursuant to Code Section 708(b)(1)(A) or Code Section 708(b)(1)(B). The Purchase Price, as increased by the applicable liabilities of the Partnership and other relevant items, shall be allocated for income Tax purposes among the Mexican Subsidiary Shares and the assets of the Partnership in accordance with the methodology set forth on [Exhibit B]. Buyer and Seller shall follow and use such allocation in the preparation of all Tax Returns or similar reports filed by them with any Tax Authority, including any disclosures required to be made to the United States Internal Revenue Service by the parties under the provisions of Section 1060 of the Code or any Treasury Regulations promulgated thereunder.