Common use of General Tax Indemnity Clause in Contracts

General Tax Indemnity. (i) Subject to the exclusions described in Section 8(b)(ii) below, any and all payments by the Borrower to the Administrative Agent or any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loans.

General Tax Indemnity. Tenant will indemnify the Indemnified Parties against any fees or taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States (or foreign taxing authority, to the extent such foreign jurisdiction imposes such taxes as a result of the location of Tenant or activities of Tenant in such jurisdiction) in connection with the Properties or the transactions contemplated herein (unless with respect to Lease Property which has been recaptured or terminated); provided that the amount of any indemnification payment in respect of Taxes shall be (i) Subject to the exclusions described in Section 8(b)(ii) below, decreased by any and all payments cash Tax benefit actually realized by the Borrower to the Administrative Agent or any Lender (each, Indemnified Parties as a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect result of such Taxes Taxes; and (including deductions applicable to additional sums payable under this Sectionii) such Tax Indemnitee (as the case may be) receives increased by an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted any cash Taxes attributable to the relevant taxation authority or other authority in accordance with applicable lawreceipt of such indemnification payment by the Indemnified Parties. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause This general tax indemnity (“General Tax Indemnity”) will exclude: (i) Taxes based on net income or capital gains, or franchise or doing business taxes of the preceding sentence to any Tax Indemnitee organized under the laws of an Indemnified Party imposed by a jurisdiction outside of the United States of America unless in which such Tax Indemnitee provides Indemnified Party is otherwise resident for tax purposes or has provided is subject to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, taxation as a result of the Properties being located in such jurisdiction (but only to the extent of the portion of rent or gains attributable to such Properties); (ii) Taxes on capital or net worth (including minimum and alternative minimum Taxes measured by any items of Tax preference); (iii) Taxes to the extent they would not have been imposed if the Indemnified Party or any of its Affiliates had not engaged in activities or had a presence in the jurisdiction imposing such Taxes that activities or presence are unrelated to the transaction contemplated hereby; (iv) Taxes resulting from a voluntary or involuntary transfer by an assignment under Section 24(c)(iii) belowIndemnified Party of an interest in all or any part of the Properties, a Person organized an Indemnified Party or any other interest created under the laws operative documents, other than during an Event of a jurisdiction outside Default and other than pursuant to Tenant’s exercise of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, any rights or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or obligations (including any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate elections with respect to all payments to be made to such assignee any Terminated Space) under this Agreement and any new the operative documents; (v) Taxes imposed because the Indemnified Party is not a U.S. person; (vi) Taxes resulting from the willful misconduct or other forms or certificates prescribed gross negligence by the Internal Revenue Service Indemnified Party or any of its Affiliates; and (vii) Taxes, with respect to any period after the termination of the United States Master Lease, with respect to a particular Property. The foregoing exclusions will not apply to sales, use, transfer, recording and similar taxes unrelated to Tenant’s Property or any Alterations which Tenant elects to remove or surrender, or the termination of the Master Lease with respect to any Terminated Space which is not the result of Tenant’s election. The General Tax Indemnity will be subject to Tenant’s right to contest Taxes in the manner provided in Section 4.2. Tenant will be entitled to all future refunds of, and tax savings of Landlord (but not any of its direct or indirect beneficial owners) resulting from or attributable to, any event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory giving rise to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws payment of a jurisdiction outside General Tax Indemnity or the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event making of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loanspayment.

General Tax Indemnity. Tenant shall indemnify the Landlord Indemnified Parties against any fees or taxes (iindividually, a “Tax” and collectively, “Taxes”) Subject imposed by the United States or any taxing jurisdiction or authority of or in the United States (or foreign taxing authority, to the exclusions described extent such foreign jurisdiction imposes such taxes as a result of the location of Tenant or activities of Tenant in Section 8(b)(iisuch jurisdiction) below, any and all payments by in connection with the Borrower Demised Premises and/or the transactions contemplated herein (except to the Administrative Agent or extent otherwise expressly provided for herein); provided, however, that the amount of any Lender (each, a "Tax Indemnitee") under this Agreement or any indemnification payment in respect of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required (a) decreased by law to be deducted from or in respect of any sum payable under this Agreement to any cash Tax Indemnitee, then (i) the sum payable benefit actually realized by the Borrower shall be increased Landlord Indemnified Parties as may be necessary so that after making all required deductions in respect a result of such Taxes Taxes; and (including deductions applicable to additional sums payable under this Sectionb) such Tax Indemnitee (as the case may be) receives increased by an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted any cash Taxes attributable to the relevant taxation authority or other authority in accordance with applicable lawreceipt of such indemnification payment by the Landlord Indemnified Parties. The Borrower This general tax indemnity (“General Tax Indemnity”) shall not, however, be required to pay amounts, if any, pursuant to clause exclude any Taxes: (i) except to the extent that the same are expressly included in the definition of the preceding sentence to any Tax Indemnitee organized under the laws “Impositions”, which are based on net income or capital gains, or franchise or doing business taxes of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes Landlord Indemnified Party imposed by any a jurisdiction on amounts payable under this Section) paid by in which such Tax Indemnitee and any liability (including penalties, interest, additions Landlord Indemnified Party is otherwise resident for tax purposes or is subject to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, taxation as a result of an assignment under Section 24(c)(iii) below, a Person organized under any Property being located in such jurisdiction (but only to the laws of a jurisdiction outside extent of the United States becomes a portion of rent or gains attributable to any such Property); (ii) on capital or net worth (including minimum and alternative minimum Taxes measured by any items of Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide preference); (iii) to the Borrower, promptly following extent such Taxes would not have been imposed if the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, Landlord Indemnified Party or any successor formof its Affiliates had not engaged in activities or had a presence in the jurisdiction imposing such Taxes, and any other applicable formin each case, certificate document prescribed by that are unrelated to the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate transaction contemplated hereby; (iv) directly imposed with respect to a voluntary or involuntary transfer (directly or indirectly) by a Landlord Indemnified Party of an interest in all payments or any portion of any Demised Premises, a Landlord Indemnified Party or any other interest created under the Lease Documents, other than pursuant to be made to such assignee and required by Tenant’s exercise of any Tenant Option under this Agreement Lease; (v) imposed because the Landlord Indemnified Party is not a U.S. person; (vi) with respect to any period before the Commencement Date or after the termination of this Lease, whether in whole or with respect to a particular Property following the Property Termination Date with respect thereto; and (vii) that otherwise constitute Excluded Taxes. The foregoing exclusions shall not apply to any new sales, use, transfer, recording and similar Taxes related to or other forms arising out of Tenant’s Property or certificates prescribed by any Alterations which Tenant elects or is required to remove in accordance with the Internal Revenue Service terms hereof or any termination of the United States this Lease pursuant to or as a result of any Tenant Option. The General Tax Indemnity shall be subject to Tenant’s right to contest Taxes in the manner provided in Section 4.2. In the event that of a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in claim under the General Tax Indemnity, Landlord shall send Tenant Notice thereof, together with Landlord’s calculation of any material respectamount for which the Landlord Indemnified Parties are seeking indemnification pursuant to this Section 4.3 and accompanied by reasonable supporting documentation. Unless the Borrower Tenant disputes such calculation (which dispute shall have received forms or other documents reasonably satisfactory be resolved pursuant to it establishing that payments under this Agreement are not subject to United States withholding taxexpedited arbitration, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under as provided in Section 8(a27.1), withhold taxes Tenant shall pay Landlord the amount set forth in Landlord’s Notice within thirty (30) days of its receipt thereof. Tenant shall be entitled to all future refunds of, and Tax savings of Landlord (but not any of its direct or indirect beneficial owners) resulting from such payments at the applicable statutory rate in the case of payments to or for attributable to, any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver event giving rise to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund payment of Taxes indemnified by the Borrower any indemnification payment under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loans4.3.

General Tax Indemnity. (ia) Subject All payments by the Lessee to or on behalf of any Indemnified Person in connection with the exclusions described in Section 8(b)(iitransactions contemplated by the Operative Agreements shall be free of withholdings of any nature whatsoever (and at any time that the Lessee is required to make any payment upon which any withholding will be required, the Lessee shall pay an additional amount such that the net amount actually received by the Person entitled to receive such payment will, after any withholding, equal the full amount of the payment due) belowand shall be free of expense to each Indemnified Person for collection or other charges. The Lessee hereby assumes liability for, and does hereby agree, whether or not any of the transactions contemplated hereby are consummated, to indemnify, protect, save, defend, exonerate, pay and hold harmless each Indemnified Person on an After-Tax Basis from any and all payments by the Borrower to the Administrative Agent or any Lender (eachfederal, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free state, local and clear of and without deduction for any and all present or future foreign taxes, fees, withholdings, levies, imposts, deductionsduties, assessments and charges of any kind and nature whatsoever, together with any penalties, fines or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income interest therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as herein called "Taxes"). If ) howsoever imposed, whether levied or imposed upon or asserted against an Indemnified Person, the Lessee or the Equipment by any Taxes shall be required federal, state or local government or taxing authority in the United States, or by law any taxing authority or governmental subdivision of a foreign country, upon or with respect to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been madeEquipment, (ii) the Borrower shall make such deductionsmanufacture, and construction, ordering, purchase, acceptance or rejection, ownership, delivery, leasing, re-leasing, subleasing, possession, use, operation, maintenance, storage, titling or re-titling, licensing or re-licensing, documentation, removal, return, sale (including without limitation sale to the Lessee by an Indemnified Person pursuant to the terms hereof) or other applications or dispositions of the Equipment, (iii) the Borrower shall pay payments, receipts or earnings arising from the full amount deducted to Equipment, (iv) the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) payment of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction principal of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service installments of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penaltiesHolder Advances, interest, additions to tax and expenses) arising therefrom yield or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt Break-Amount or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate amounts payable with respect to all the Notes, the Certificates, the Beneficial Interest or any interest or indebtedness with respect to the Equipment or the Trust Estate, (v) the Overall Transaction and (vi) the Operative Agreements, any document, instrument, agreement or contract entered into in relation thereto or otherwise in relation to the Equipment or any payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed payable by the Internal Revenue Service of the United States in the event that a lapse in time Lessee or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver Indemnified Person pursuant to the Borrower such certificatesOperative Agreements or any document, forms instrument, agreement or other documents which can be furnished consistent with contract entered into in relation thereto or otherwise in relation to the facts and applicable law, and which are reasonably necessary for Equipment or the Tax Indemnitee to obtain a refund of Taxes indemnified transactions contemplated by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the LoansOperative Agreements.

General Tax Indemnity. Lessee hereby agrees to pay and to indemnify and hold Lessor harmless from and against, all fees, taxes (i) Subject to the exclusions described in Section 8(b)(ii) belowwhether sales, any and all payments by the Borrower to the Administrative Agent use, excise, personal property or any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies), imposts, deductionsduties, charges or withholdings, assessments and other governmental charges of whatever kind or character, however designated (together with any penalties, fines or interest thereon), all liabilities of the foregoing being herein collectively called "Impositions", which are at any time levied or imposed against Lessor, Lessee, this Lease, the Equipment or any part thereof by any federal, state or local government or taxing authority in the United States or by any foreign government or any subdivision or taxing authority thereof upon, with respect theretoto, excluding taxes as a result of or measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by Equipment (or any part thereof), or this Lease or the Borrower shall be increased as may be necessary so that after making all required deductions in respect interest of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, Lessor therein; or (ii) the Borrower shall make such deductionspurchase, and ownership, delivery, leasing, possession, maintenance, use, operation, return, sale or other disposition of the Equipment or any part thereof; or (iii) the Borrower shall pay rentals, receipts or earnings payable under this Lease or otherwise arising from the full amount deducted to the relevant taxation authority Equipment or other authority in accordance with applicable law. The Borrower shall notany part thereof; excluding, however, be required to pay amountstaxes based on or measured by the net income of Lessor that are imposed by (1) the United States of America, if any, pursuant to clause or (i2) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside State of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor formpolitical subdivision of any such State. Lessor shall pay, or Form W-9and, or any successor formpromptly upon receipt of Lessor's invoice therefor, Lessee shall reimburse Lessor for paying, the Impositions, unless Lessor and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States Lessee shall agree in the event writing that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to Lessee will pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment Impositions directly. Any payments made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested Lessee under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to 8 shall be made on an After-Tax Basis. The obligations of Lessee under this Agreement are exempt from United States withholding tax, Section 8 shall survive the expiration or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate earlier termination of this Lease with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by obligations that arise during the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision term of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the LoansLease.

General Tax Indemnity. Tenant shall indemnify the Landlord Indemnified Parties against any fees or taxes (iindividually, a “Tax” and collectively, “Taxes”) Subject imposed by the United States or any taxing jurisdiction or authority of or in the United States (or foreign taxing authority, to the exclusions described extent such foreign jurisdiction imposes such taxes as a result of the location of Tenant or activities of Tenant in Section 8(b)(iisuch jurisdiction) below, any and all payments by in connection with the Borrower Demised Premises and/or the transactions contemplated herein (except to the Administrative Agent or extent otherwise expressly provided for herein); provided, however, that the amount of any Lender (each, a "Tax Indemnitee") under this Agreement or any indemnification payment in respect of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required (a) decreased by law to be deducted from or in respect of any sum payable under this Agreement to any cash Tax Indemnitee, then (i) the sum payable benefit actually realized by the Borrower shall be increased Landlord Indemnified Parties as may be necessary so that after making all required deductions in respect a result of such Taxes Taxes; and (including deductions applicable to additional sums payable under this Sectionb) such Tax Indemnitee (as the case may be) receives increased by an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted any cash Taxes attributable to the relevant taxation authority or other authority in accordance with applicable lawreceipt of such indemnification payment by the Landlord Indemnified Parties. The Borrower This general tax indemnity (“General Tax Indemnity”) shall not, however, be required to pay amounts, if any, pursuant to clause exclude any Taxes: (i) except to the extent that the same are expressly included in the definition of the preceding sentence to any Tax Indemnitee organized under the laws “Impositions”, which are based on net income or capital gains, or franchise or doing business taxes of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes Landlord Indemnified Party imposed by any a jurisdiction on amounts payable under this Section) paid by in which such Tax Indemnitee and any liability (including penalties, interest, additions Landlord Indemnified Party is otherwise resident for tax purposes or is subject to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, taxation as a result of an assignment under Section 24(c)(iii) below, a Person organized under any Property being located in such jurisdiction (but only to the laws of a jurisdiction outside extent of the United States becomes a portion of rent or gains attributable to any such Property); (ii) on capital or net worth (including minimum and alternative minimum Taxes measured by any items of Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide preference); (iii) to the Borrower, promptly following extent such Taxes would not have been imposed if the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, Landlord Indemnified Party or any successor formof its Affiliates had not engaged in activities or had a presence in the jurisdiction imposing such Taxes, and any other applicable formin each case, certificate document prescribed by that are unrelated to the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate transaction contemplated hereby; (iv) directly imposed with respect to a voluntary or involuntary transfer (directly or indirectly) by a Landlord Indemnified Party of an interest in all payments or any portion of any Demised Premises, a Landlord Indemnified Party or any other interest created under the Lease Documents; (v) imposed because the Landlord Indemnified Party is not a U.S. person; (vi) with respect to any period before the Commencement Date or after the termination of this Lease, whether in whole or with respect to a particular Property following the Property Termination Date with respect thereto; and (vii) that otherwise constitute Excluded Taxes. The foregoing exclusions shall not apply to any sales, use, transfer, recording and similar Taxes related to or arising out of Tenant’s Property or any Alterations which Tenant elects or is required to remove in accordance with the terms hereof. The General Tax Indemnity shall be made subject to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States Tenant’s right to contest Taxes in the manner provided in Section 4.2. In the event that of a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in claim under the General Tax Indemnity, Landlord shall send Tenant Notice thereof, together with Landlord’s calculation of any material respectamount for which the Landlord Indemnified Parties are seeking indemnification pursuant to this Section 4.3 and accompanied by reasonable supporting documentation. Unless the Borrower Tenant disputes such calculation (which dispute shall have received forms or other documents reasonably satisfactory be resolved pursuant to it establishing that payments under this Agreement are not subject to United States withholding taxexpedited arbitration, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under as provided in Section 8(a27.1), withhold taxes Tenant shall pay Landlord the amount set forth in Landlord’s Notice within thirty (30) days of its receipt thereof. Tenant shall be entitled to all future refunds of, and Tax savings of Landlord (but not any of its direct or indirect beneficial owners) resulting from such payments at the applicable statutory rate in the case of payments to or for attributable to, any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver event giving rise to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund payment of Taxes indemnified by the Borrower any indemnification payment under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loans4.3.

General Tax Indemnity. (i) Subject LESSEE agrees to pay and to indemnify and hold harmless the exclusions described in Section 8(b)(ii) below, any and Indemnitees from all payments by the Borrower to the Administrative Agent Taxes against or any Lender (each, a "Tax Indemnitee") under this Agreement or upon any of the other Operative Documents Indemnitees, LESSEE, the Aircraft, or any part thereof during the Base Term and arising out of this Lease, or upon the leasing, selling, possession, use, operation, repair, maintenance, overhaul, settlement of any insurance claim, or return thereof, or upon any Rent, receipts or earnings arising from the operation thereof, or upon or with respect to this Lease unless, and to the extent only that, any such Tax is being contested by LESSEE in good faith and by appropriate proceedings duly instituted and diligently prosecuted with adequate reserves having been provided on account thereof and only so long as such proceedings do not involve any danger of the sale, forfeiture or loss of the Aircraft. In case any report or return is required to be made with respect to any obligation of LESSEE under or arising out of this Section 11, LESSEE shall either make such report or return in such manner as will show the ownership of the Aircraft in LESSOR and send a copy of such report or return to LESSOR, or shall notify LESSOR of such requirement and make such report or return in such manner as shall be satisfactory to LESSOR. If claim is made free and clear of and without deduction against any Indemnitee for any and all present or future taxesTaxes arising during the term of this Lease, leviessuch Indemnitee shall promptly notify LESSEE. Any such Indemnitee shall, impostsat LESSEE's expense, deductions, charges or withholdingstake such action as LESSEE may reasonably request in writing with respect to such asserted liability, and all liabilities with respect thereto, excluding taxes measured if reasonably requested by or based on net or taxable income (all LESSEE and upon the prior payment to such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required Indemnitee by law to be deducted from or in respect LESSEE of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been Tax, any payment by an Indemnitee of such Tax shall be made under protest. If payment is made, (ii) the Borrower Indemnitee shall, at LESSEE's expense, take such action as LESSEE may reasonably request to recover such payment and shall, if requested, permit LESSEE in the Indemnitee's name to file a claim or prosecute an action to recover such payment. All of the obligations of LESSEE in this Section 11 with respect to Taxes imposed or accrued before the expiration or other termination of this Lease shall make continue in full force and effect notwithstanding such deductionsexpiration or other termination, and (iii) are expressly made for the Borrower benefit of, and shall pay be enforceable by, each Indemnitee. LESSEE further agrees that, with respect to any payment or indemnity hereunder, such payment or indemnity shall include any amount necessary to hold the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) recipient of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides payment or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee indemnity harmless on an after-tax basis for the full amount of from all Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) required to be paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate recipient with respect to all payments to be made to such assignee payment or indemnity under this Agreement and the Laws of any new Governmental Entity. Excluded from the tax indemnification set forth above are any income taxes assessed or other forms due on an Indemnitee's net income or certificates prescribed any state franchise or similar corporate taxes payable by the Internal Revenue Service of the United States in an Indemnitee. In the event that during the Base Term a lapse in time federal value added tax or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless consumption tax is enacted and becomes effective which replaces the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding federal income tax, or are subject to such tax at LESSOR and LESSEE shall negotiate in good faith a rate under an applicable tax treaty, restructuring of the Borrower shall, subject to its obligations under provisions of this Section 8(a11(A), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary principles for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained tax indemnification reflected in this Section shall survive 11(A), so as to achieve substantially the repayment in full same degree of tax indemnification obligations of LESSEE as existed prior to the Loansenactment of such federal value added tax or consumption tax.

General Tax Indemnity. (a) Without regard to any of the exclusions set forth in Section 10.4(b), if any amount payable by Deepwater as Charter Hire (or by the Charter Trustee to the Investment Trust or any Certificate Purchaser) under the Transaction Documents or otherwise payable by Deepwater under the Head Lease Documents becomes subject to any Tax imposed by way of withholding at the source, Deepwater shall hold harmless the Indemnified Party against such Tax, and, if such withholding is required, shall, at the same time that any such payment is due and payable, either (i) Subject pay such Tax directly to the exclusions described in Section 8(b)(iiappropriate taxing authority, (ii) belowindemnify such Person for such Tax, or (iii) pay an additional amount, such that the net amount actually received by each Indemnified Party entitled thereto, free and clear of, and without deduction for, any and all payments Taxes imposed by withholding will equal the Borrower to the Administrative Agent or amount then due absent such withholding and shall pay any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any additional Taxes shall be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to payment, indemnity or additional sums payable under this Section) such Tax Indemnitee (amount, as the case may be, by each Indemnified Party. In the event Deepwater is required to make any payment or indemnity pursuant to this paragraph in respect of withholding Taxes on any payment made to any Indemnified Party, Deepwater shall not be treated as responsible for such withholding Taxes (1) receives if such withholding Taxes would not have been imposed but for (x) the failure of the Indemnified Party or a Related Indemnified Party to be incorporated in the United States or any state in the United States (it being understood that, for this purpose, the Charter Trust shall not be treated as failing to be incorporated in the United States or any state in the United States merely as a result of the organization of the Charter Trust under the laws of Panama) or (y) the amount payable to such Indemnified Party being attributable to a permanent establishment of the Indemnified Party or a Related Indemnified Party in any jurisdiction other than the United States (unless such permanent establishment results solely from the location of all or any part of the Drillship in, such jurisdiction) (it being understood that, for this purpose, amounts payable to the Charter Trustee shall not be treated as attributable to a permanent establishment of the Charter Trust in Panama merely as a result of the organization of the Charter Trust under the laws of Panama and/or the making of payments and the performance of its obligations by the Charter Trustee in accordance with, and as contemplated by, the Transaction Documents ("Permitted Charter Trustee Acts")), (2) if such withholding Tax results from a breach of any covenant or undertaking in Section 10.4(i) of such Indemnified Party or any of its Related Indemnified Parties, (3) with respect to any such Tax imposed in respect of any transferee of such Indemnified Party to the extent of the excess of such Taxes over the amount of such Taxes that would have been imposed and indemnified hereunder had such original Indemnified Party from which such Indemnified Party derives its interest not sold, assigned, transferred or otherwise disposed of all or a portion of its interest in the Drillship or Transaction Documents (unless such transferee acquired its interest pursuant to the transferor's exercise of remedies), (4) if such withholding Tax results from (x) the gross negligence, willful misconduct or fraud of such Indemnified Party or any of its Related Indemnified Parties or (y) the inaccuracy or breach of a representation, warranty, covenant or any undertaking of such Indemnified Party or any of its Related Indemnified Parties, (5) if such withholding Taxes are imposed by a taxing authority of or in a country other than the United States or Panama and would not have been imposed but for activities, property or operations of the Indemnified Party or any of its Related Indemnified Parties that are unrelated to the transactions contemplated by the Transaction Documents, or (6) if such withholding Taxes are imposed by a taxing authority in Panama as a result of the Indemnified Party's (or a Related Indemnified Party's) direction that Deepwater make payments to an account located in Panama (except if such direction is made while an Event of Default exists). If, for any reason, Deepwater is required to make any payment to an Indemnified Party or to a taxing authority on behalf of any Indemnified Party pursuant to this Section 10.4(a) with respect to, or as a result of, any withholding Tax imposed with respect to any payment of Charter Hire by Deepwater (or by the Charter Trustee to the Investment Trust or any Certificate Purchaser) pursuant to the Transaction Documents or other payment by Deepwater under the Head Lease Documents, which withholding Tax is not the responsibility of Deepwater under this Section 10.4(a), then such Indemnified Party shall pay to Deepwater on written demand an amount equal which equals on an After-Tax Basis such additional amount paid by Deepwater with respect to, or as a result of, such withholding Tax plus interest at (i) the Certificate Return Rate during the period commencing on the date Deepwater shall have paid an amount pursuant to the sum it would have received had no first sentence of this paragraph and ending on the date Deepwater demands in writing payment of such deductions been made, amount pursuant to this sentence and (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or Overdue Rate from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly period commencing five Business Days following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower Deepwater shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to demanded in writing such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver payment to the Borrower date Deepwater actually receives such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loanspayment.

General Tax Indemnity. (i) Subject Lessee agrees to the exclusions described in Section 8(b)(ii) belowpay, any and shall indemnify and hold harmless each Indemnified Person on demand on an After Tax Basis for all payments by the Borrower to the Administrative Agent or any Lender (each, a "Tax Indemnitee") under this Agreement or any of the Taxes and other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, governmental charges or withholdingswithholdings paid or payable by, or assessed against, such Indemnified Person, including but not limited to federal, state, county and municipal fees and Taxes, ad valorem, sales, use, value added, leasing, excise, stamp and documentary Taxes (other than federal and state Taxes based on Lessor's net income and corporate franchise taxes), and all related penalties, fines and interest charges in connection with (a) the Properties, the financing, refinancing, purchase, ordering, acquisition, acceptance, rejection, ownership, possession, design, construction, installation, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, maintenance repair, modification, condition, sale, return, repossession (whether by summary proceedings or otherwise), destruction, return or any other disposition of any Property or any Part thereof, including without limitation the acquisition, holding or disposition of any interest in any Property, lease or agreement comprising a portion thereof until the return pursuant to the terms of the Transaction Documents or other termination of such Transaction Documents, (b) the payment or receipt of Rent or other charges under any Lease Supplement or (c) such Taxes or other liabilities otherwise arising in connection with respect thereto, excluding taxes measured the transactions contemplated by the Transaction Documents. Lessee shall timely pay or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law cause to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making paid all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal directly to the sum it would have received had no such deductions been madeapplicable taxing authorities and shall timely file all reports, (ii) the Borrower shall make such deductions, returns and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority filings required in accordance with applicable law. The Borrower shall notconnection therewith; provided, however, be required to pay amounts, if any, pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided Lessee shall deliver to the Borrower a appropriate Indemnified Person any properly completed Internal Revenue Service Form W-8ECI report, return or Form W-8BENother filing required in connection with any Taxes for which the signature of such Indemnified Person is required, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments delivery to be made hereunder and any new or other forms or certificates prescribed by within a reasonable period prior to the Internal Revenue Service due date of the United States in the event that a lapse in time applicable report, return or change in circumstance renders a previous certification obsolete or inaccurate in any material respectfiling. The Borrower agrees Upon an Indemnified Person's request, Lessee will promptly furnish to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (Indemnified Person information as the case may be) makes written demand therefor. Within 30 days after Indemnified Person shall require in connection with the date of any preparation, filing and payment of Taxes or Other Taxes, the Borrower will furnish all returns relating to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside All of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower indemnities contained in this Section 18A shall survive the repayment continue in full force and effect notwithstanding the expiration or other termination of the LoansTerm and are expressly made for the benefit of, and shall be enforceable by, each Indemnified Person.

General Tax Indemnity. (a) If any Impositions (including, without limitation, (i) Subject taxes based on, or measured by the net income of a Tax Indemnitee imposed by the United States (or any state or other jurisdiction, political subdivision or taxing authority thereof or therein) to the exclusions described extent they would not have been imposed if on the Effective Date, as the case may be, the Tax Indemnitee had advanced funds directly to the Lessee in Section 8(b)(ii) below, any and all payments the form of a loan secured by the Borrower Equipment in an amount equal to the Administrative Agent amount advanced for the Equipment on the Effective Date, as the case may be, with the debt service for such loan equal to the Basic Rent payable on each Scheduled Payment Date and a principal balance at the making of such loan in an amount equal to the then outstanding amount of the Financing Loans and Equity Loans and (ii) taxes imposed with respect to the payment, receipt or accrual of any Lender indemnity payment hereunder (eachnet of any tax benefit)) are now or hereafter imposed or levied by the United States (or by any state or other jurisdiction, political subdivision or taxing authority thereof or therein) on any payments made by the Lessee hereunder or payable in respect of a "Tax Indemnitee") Financing Loan or an Equity Loan or otherwise under this Agreement the Master Lease or any of the other Operative Documents shall be made free and clear to which it is a party or payments relating to the ownership, lease, sale or use of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemniteethe Equipment, then the Lessee shall pay such additional amounts (iat the time of such payment) the sum payable by the Borrower shall be increased as may be necessary so that every payment of all amounts due hereunder or under such other Operative Document, after making all required deductions in respect withholding or deduction for or on account of any such Taxes (including deductions applicable to additional sums payable under this Section) such Impositions, will not be less than the amount provided for herein or therein. The Tax Indemnitee (as shall promptly notify the case may be) receives an amount equal Lessee in writing of the occurrence of any event of which the Tax Indemnitee has knowledge that will give rise to the sum it would have received had no such deductions been made, (ii) obligation of the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required Lessee to pay amounts, if any, such additional amounts pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (12.5. As soon as the case may be) makes written demand therefor. Within 30 days practicable after the ----------- date the payment of any payment of Taxes or Other TaxesImpositions is due pursuant to Applicable Law, the Borrower will Lessee shall furnish to the relevant Tax Indemnitee certified copies of any tax receipts obtained by the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee Lessee, evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate Lessee and compliance with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt)12.5. Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loans.------------

General Tax Indemnity. (i) The Authority agrees that all payments of Rent shall be free and clear of, and without deduction for, any and all withholdings of any nature whatsoever, whether or not an exclusion pursuant to Section 15(c)(ii) applies. If any deduction or withholding is required with respect to a payment of Rent, the Authority shall pay an additional amount such that the net amount actually received by each such Indemnitee, after such deduction or withholding, will be equal on an After-Tax Basis to all such amounts that would be received by such Indemnitee if no such deduction or withholding had been required. If, for any reason, the Authority is required to make any payment of withholding Tax to a taxing authority (which payment was not deducted from the payment made by the Authority to the Indemnitee on whom such Tax is imposed) or the Authority is required to reimburse or indemnify a Payment Undertaker under Section 3.05 of the Payment Agreement or the Equity Payment Undertaker under Section 2.6 of the Equity Payment Agreement with respect to, or as a result of, any withholding Tax imposed with respect to a payment pursuant to the Operative Documents which withholding Tax in either case is not the responsibility of the Authority under this Section 15(c), then, upon written request of the Authority, such Indemnitee promptly (and in any event within twenty days after receipt of notice of payment of the withholding Tax and appropriate payment documentation with respect thereto) shall pay to the Authority an amount that equals such withholding Tax. Subject to the exclusions described set forth in Section 8(b)(ii15(c)(ii)(D), (J), (L), (O), (P) belowand (S), if any amount payable with respect to a Loan Certificate becomes subject to any Tax imposed by way of withholding, the Authority shall indemnify and all payments hold harmless the Holders against such withholding Taxes and shall pay an additional amount as Supplemental Rent for distribution to the Holders so that the net amount actually received by the Borrower Holders after such deduction or withholding, will be equal on an After-Tax Basis to all such amounts that would have been received by the Holders had no such deduction or withholding been required. Notwithstanding anything to the Administrative Agent contrary contained herein, the Authority will indemnify the Trust Company, the Trust, the Trustee, the Trust Estate and the Owner Participant (and any Related Indemnitee of any of the foregoing) on an After-Tax Basis for any obligation with respect to withholding Taxes imposed on the Trust Company, the Trust, the Trustee, the Trust Estate and the Owner Participant (or any Lender Related Indemnitee of any of the foregoing) with respect to the Loan Certificates (each, a "Tax Indemnitee") under or any debt issued to refinance or refund such Loan Certificates pursuant to Section 19 of this Agreement or any otherwise with the consent of the other Operative Documents shall be made free and clear of and without deduction for any and all present Authority) or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws a result of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed claim by the Internal Revenue Service asserted against the Trust Company, the Trust, the Trustee, the Trust Estate or the Owner Participant (or any Related Indemnitee of any of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Sectionforegoing) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments any such withholding Tax; provided, however, that the Authority shall be subrogated to be made to the rights and defenses of any such assignee under this Agreement and any new Person that it has indemnified or other forms or certificates prescribed by held harmless in respect of such withholding Taxes; provided further, however, that the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower Authority shall have received forms or other documents reasonably satisfactory to it establishing no liability for such withholding Taxes that payments under this Agreement are would not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loans.been imposed but for

General Tax Indemnity. (ia) Subject All payments to be made by or on the exclusions described in Section 8(b)(ii) below, behalf of any and all payments by the Borrower to the Administrative Agent or any Lender (each, a "Tax Indemnitee") Loan Party under this Loan Agreement or any Loan Document to or for the account of the other Operative Documents any Indemnitee shall be made without any set-off or counterclaim whatsoever and free and clear of and without any deduction for or withholding on account of any and all present Taxes unless such Loan Party is required by law or future taxes, levies, imposts, deductions, charges any competent authority to make any such deduction or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes")withholding. If any Loan Party is required to make any deduction or withholding for or on account of any Taxes shall be required by law from any payment to be deducted from made by the such Loan Party or in respect of the Administrative Agent to any sum payable Indemnitee under this Loan Agreement to or any Tax IndemniteeLoan Document, then such Loan Party shall indemnify such Person on an after-tax basis and (i) ensure or procure that the sum payable by deduction or withholding is made and that it does not exceed the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been mademinimum legal requirement therefor, (ii) pay, or procure the Borrower shall make such deductionspayment of, and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with the applicable law. The Borrower , and (iii) increase the payment in respect of which the deduction or withholding is required so that the net amount received by the Indemnitee or the Administrative Agent after the deduction or withholding shall not, however, be required to pay amounts, if any, pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided equal to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by amount which the Internal Revenue Service of the United States certifying as Indemnitee would have been entitled to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States receive in the event that absence of any requirement to make a lapse in time deduction or change in circumstance renders a previous certification obsolete or inaccurate in withholding. No Loan Party shall have any material respect. The Borrower agrees obligation to pay any present such additional amount or future stampindemnify the Indemnitee for such Taxes the extent that the deduction, recording withholding or documentary taxes imposition of Tax giving rise to such requirement arises as a result of a failure of such Lender (A) to be eligible for a complete exemption from withholding on the date such Lender became a Lender hereunder (except, in the case of a successor Lender, to the extent that the predecessor Lender would have been entitled to an additional amount or similar levies that arise from any payment made indemnity hereunder) or (B) to furnish such Loan Party such forms and other information as may be required under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"Section 12.2(c). The Borrower will indemnify each Tax Payments to any Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section 12.2(a) shall be made directly to the taxing authority or within 30 days ten (10) Business Days from the date any Tax such Indemnitee or their respective agent (as the case may be) makes written demand therefor, which demand shall set forth in reasonable detail the basis and calculations of the amounts demanded. Within 30 days after Any Indemnitee claiming any indemnity payment or additional amounts payable pursuant to this Section 12.2(a) shall use reasonable efforts to file any certificate or document reasonably requested in writing by any Loan Party or the date Administrative Agent if the making of such a filing would avoid the need for or reduce the amount of any such indemnity payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxeswithholding amount that may thereafter accrue. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside All of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower indemnities contained in this Section 12.2 shall survive the repayment continue in full force and effect notwithstanding the expiration or earlier termination of this Loan Agreement in whole or in part, including the Loanstermination of this Loan Agreement with respect to the Collateral, and are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

General Tax Indemnity. (a) Without regard to any of the ---------------------- exclusions set forth in Section 10.4(b), if any amount payable by Deepwater as Charter Hire (or by the Charter Trustee to the Investment Trust or any Certificate Purchaser) under the Transaction Documents or otherwise payable by Deepwater under the Head Lease Documents becomes subject to any Tax imposed by way of withholding at the source, Deepwater shall hold harmless the Indemnified Party against such Tax, and, if such withholding is required, shall, at the same time that any such payment is due and payable, either (i) Subject pay such Tax directly to the exclusions described in Section 8(b)(iiappropriate taxing authority, (ii) belowindemnify such Person for such Tax, or (iii) pay an additional amount, such that the net amount actually received by each Indemnified Party entitled thereto, free and clear of, and without deduction for, any and all payments Taxes imposed by withholding will equal the Borrower to the Administrative Agent or amount then due absent such withholding and shall pay any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any additional Taxes shall be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to payment, indemnity or additional sums payable under this Section) such Tax Indemnitee (amount, as the case may be, by each Indemnified Party. In the event Deepwater is required to make any payment or indemnity pursuant to this paragraph in respect of withholding Taxes on any payment made to any Indemnified Party, Deepwater shall not be treated as responsible for such withholding Taxes (1) receives if such withholding Taxes would not have been imposed but for (x) the failure of the Indemnified Party or a Related Indemnified Party to be incorporated in the United States or any state in the United States (it being understood that, for this purpose, the Charter Trust shall not be treated as failing to be incorporated in the United States or any state in the United States merely as a result of the organization of the Charter Trust under the laws of Panama) or (y) the amount payable to such Indemnified Party being attributable to a permanent establishment of the Indemnified Party or a Related Indemnified Party in any jurisdiction other than the United States (unless such permanent establishment results solely from the location of all or any part of the Drillship in, such jurisdiction) (it being understood that, for this purpose, amounts payable to the Charter Trustee shall not be treated as attributable to a permanent establishment of the Charter Trust in Panama merely as a result of the organization of the Charter Trust under the laws of Panama and/or the making of payments and the performance of its obligations by the Charter Trustee in accordance with, and as contemplated by, the Transaction Documents ("Permitted Charter Trustee Acts")), (2) if such withholding Tax --------------------------------- results from a breach of any covenant or undertaking in Section 10.4(i) of such Indemnified Party or any of its Related Indemnified Parties, (3) with respect to any such Tax imposed in respect of any transferee of such Indemnified Party to the extent of the excess of such Taxes over the amount of such Taxes that would have been imposed and indemnified hereunder had such original Indemnified Party from which such Indemnified Party derives its interest not sold, assigned, transferred or otherwise disposed of all or a portion of its interest in the Drillship or Transaction Documents (unless such transferee acquired its interest pursuant to the transferor's exercise of remedies), (4) if such withholding Tax results from (x) the gross negligence, willful misconduct or fraud of such Indemnified Party or any of its Related Indemnified Parties or (y) the inaccuracy or breach of a representation, warranty, covenant or any undertaking of such Indemnified Party or any of its Related Indemnified Parties, (5) if such withholding Taxes are imposed by a taxing authority of or in a country other than the United States or Panama and would not have been imposed but for activities, property or operations of the Indemnified Party or any of its Related Indemnified Parties that are unrelated to the transactions contemplated by the Transaction Documents, or (6) if such withholding Taxes are imposed by a taxing authority in Panama as a result of the Indemnified Party's (or a Related Indemnified Party's) direction that Deepwater make payments to an account located in Panama (except if such direction is made while an Event of Default exists). If, for any reason, Deepwater is required to make any payment to an Indemnified Party or to a taxing authority on behalf of any Indemnified Party pursuant to this Section 10.4(a) with respect to, or as a result of, any withholding Tax imposed with respect to any payment of Charter Hire by Deepwater (or by the Charter Trustee to the Investment Trust or any Certificate Purchaser) pursuant to the Transaction Documents or other payment by Deepwater under the Head Lease Documents, which withholding Tax is not the responsibility of Deepwater under this Section 10.4(a), then such Indemnified Party shall pay to Deepwater on written demand an amount equal which equals on an After-Tax Basis such additional amount paid by Deepwater with respect to, or as a result of, such withholding Tax plus interest at (i) the Certificate Return Rate during the period commencing on the date Deepwater shall have paid an amount pursuant to the sum it would have received had no first sentence of this paragraph and ending on the date Deepwater demands in writing payment of such deductions been made, amount pursuant to this sentence and (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or Overdue Rate from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly period commencing five Business Days following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower Deepwater shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to demanded in writing such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver payment to the Borrower date Deepwater actually receives such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loanspayment.

General Tax Indemnity. (i) Subject Lessee agrees to the exclusions described in Section 8(b)(ii) belowpay and does hereby indemnify, any on an after-tax basis, Lessor against all sales, use, real and all payments by the Borrower to the Administrative Agent personal property, ad valorem, value added, leasing, stamp or any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductionsfees, duties, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under nature, including all license and registration fees, together with any penalties, fines or interest thereon (collectively, "Impositions") arising out of the transactions contemplated by this Agreement Lease (including the acquisition of any Item prior to the Acceptance Date) and imposed against Lessor, Lessee, this Lease (including any Tax Indemnitee, then (iRent) or the sum payable Equipment or any Item by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been madeUnited States or any state or political subdivision thereof or any foreign government or taxing authority, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall notexcluding, however, be required to pay amounts, if any, pursuant to clause (i) any Impositions based on or measured by the net income of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of Lessor imposed by the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, state or Form W-9, or political subdivision thereof. Lessee will notify Lessor of the need to file any successor formreports and returns relating to any Imposition at least 60 EXHIBIT 10(oo) days before the due date thereof and will remit any amounts payable in connection therewith to Lessor 10 days before payment is due. Lessee shall prepare and file all returns, and any other applicable formpay all Impositions on or before the due date therefor, certificate or document prescribed unless Lessor directs Lessee otherwise and Lessee shall supply Lessor with proof of such payment, together with copies of all such returns filed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in Lessee. In the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in Lessor pays any material respect. The Borrower agrees to pay any present or future stampsuch Impositions, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower Lessee will indemnify each Tax Indemnitee on an after-tax basis demand reimburse Lessor for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand Lessor therefor. Within 30 days Lessee acknowledges that in some jurisdictions Impositions may not be billed, audited, assessed or due until after the date of any payment of Taxes or Other Taxesthis Lease has terminated and agrees that in such event Lessee will remain liable for such Impositions notwithstanding such termination. LESSOR MAKES NO WARRANTY, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other TaxesEXPRESS OR IMPLIED, REGARDING LESSEE'S ---------------------------------------------------------------- TAX OR ACCOUNTING TREATMENT OF THIS LEASE. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loans.-----------------------------------------

General Tax Indemnity. (ia) Subject to Section 11.6, the exclusions described in Section 8(b)(ii) belowIndemnity Provider shall pay and assume liability for, any and does hereby agree to indemnify, protect and defend the Property and all Indemnified Persons, and hold them harmless against, all Impositions on an After Tax Basis, and all payments by the Borrower pursuant to the Administrative Agent or any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents Agreements shall be made free and clear of and without deduction or Withholding for any and all present or and future taxesImpositions, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured except as required by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes")Applicable Law. If deduction or Withholding from any Taxes shall be such payment is required by law Applicable Law and such deduction or Withholding is subject to be deducted from or in respect indemnification by the Indemnity Provider under the provisions of any sum payable under this Agreement to any Tax IndemniteeSection 11.2, then (i) the sum payable by the Borrower such payment amount shall be increased as may be necessary so that after making all required deductions in respect of such Taxes and Withholdings (including deductions and Withholdings applicable to additional sums payable under this SectionSection 11.2(a)) the applicable recipient of such Tax Indemnitee (as the case may be) payment receives an amount equal to the sum it would have received had no such deductions deduction or Withholding been made, . (iib) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted Notwithstanding anything to the relevant taxation authority or other authority contrary in accordance with applicable law. The Borrower Section 11.2(a) hereof, the following shall not, however, be excluded from the indemnity required to pay amounts, if any, pursuant to clause by Section 11.2(a): (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BENTaxes (other than Taxes that are, or any successor formare in the nature of, sales, use, rental, value added, transfer or property Taxes) that are imposed on or measured by net income (however denominated and including the Texas franchise Tax on taxable margin, Taxes based on capital gains and minimum Taxes), net worth, or Form W-9capital stock, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other franchise Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such gross receipts Taxes or Other and branch profits Taxes. If, in each case, imposed as a result of an assignment under Section 24(c)(iiiIndemnified Person (A) below, a Person being organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding taxof, or are subject to such tax at a reduced rate under an applicable tax treatyhaving its principal office or, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of any Financing Party, its applicable lending office located in, the jurisdiction imposing such Taxes (or any political subdivision thereof) or (B) having a present or former connection with the jurisdiction imposing such Taxes; provided, that such Taxes shall not be excluded under this subparagraph (i) to the extent the sole connection between such Indemnified Person and the jurisdiction imposing such Taxes is (I) the location, possession or use of the Property in, the location or the operation of the Lessee or any use of the Property in, or the making of payments to by or for any Tax Indemnitee, if it is organized on behalf of the Lessee under the laws Operative Agreements from, the jurisdiction imposing such Taxes and/or (II) the activities of any one or more of the Indemnified Persons in the jurisdiction imposing the Taxes in connection with its or their enforcement of remedies under the Operative Agreements; provided, further, that this clause (i) shall not be interpreted to prevent a payment from being made on an After Tax Basis if such payment is otherwise required to be so made; and (ii) any Taxes which are imposed on an Indemnified Person as a result of the gross negligence or willful misconduct of such Indemnified Person itself, as determined by a court of competent jurisdiction outside in a final nonappealable judgment (as opposed to gross negligence or willful misconduct imputed to such Indemnified Person), but not Taxes imposed as a result of ordinary negligence of such Indemnified Person. (c) (i) Subject to the United States. Within 30 days after written request from terms of Sections 11.2(f) and 11.6, the Borrower Indemnity Provider shall pay or cause to be paid all Impositions directly to the relevant Tax Indemniteeapplicable Governmental Authority where feasible and otherwise to the Indemnified Person, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loans.Indemnity Provider

General Tax Indemnity. (i) Subject Lessee agrees to the exclusions described in Section 8(b)(ii) belowpay and does hereby indemnify, any and on an after-tax basis, Lessor against all payments by the Borrower to the Administrative Agent income, sales, use, excise, personal property, ad valorem, value added, leasing, stamp, documentary or any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductionsfees, assessments, duties, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under nature, including all license and registration fees, together with any penalties, fines or interest thereon (collectively, "Impositions") arising out of the transactions contemplated by this Agreement Lease (including the acquisition of any Item prior to the Commencement Date) and imposed against Lessor, Lessee, this Lease (including any Tax Indemnitee, then (iRent) or the sum payable Equipment or any Item by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been madeUnited States or any state or political subdivision thereof or any foreign government or taxing authority, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall notexcluding, however, be required to pay amounts, if any, pursuant to clause (i) any Impositions based on or measured by the net income of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of Lessor imposed by the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, state or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service political subdivision thereof. Lessee will notify Lessor of the United States certifying as need to such Tax Indemniteefile any reports and returns relating to any Imposition within five (5) days of Lessee's entitlement notice thereof and will remit to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and Lessor upon demand any new or other forms or certificates prescribed by the Internal Revenue Service of the United States amounts payable in connection therewith. In the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in Lessor pays any material respect. The Borrower agrees to pay any present or future stampsuch Impositions, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower Lessee will indemnify each Tax Indemnitee on an after-tax basis demand reimburse Lessor for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand Lessor therefor. Within 30 days after the date of any payment of Taxes or Other TaxesLessor shall prepare and file all returns, the Borrower will furnish and remit all Impositions, unless and to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date extent that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able Lessor directs Lessee to do so so, in its reasonable judgmentwhich case Lessee shall do so. Lessee acknowledges that in some jurisdictions Impositions may not be billed, a properly completed audited, assessed or due until after this Lease has terminated and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to agrees that in such assignee's entitlement to event Lessee will remain liable for such exemption or reduced rate with respect to all payments to be made to Impositions notwithstanding such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loanstermination.

General Tax Indemnity. (i) Subject LESSEE agrees to pay and to indemnify and hold harmless the exclusions described in Section 8(b)(ii) below, any and Indemnitees from all payments by the Borrower to the Administrative Agent Taxes against or any Lender (each, a "Tax Indemnitee") under this Agreement or upon any of the other Operative Documents Indemnitees, LESSEE, the Aircraft, or any part thereof during the Base Term and arising out of this Lease, or upon the leasing, selling, possession, use, operation, repair, maintenance, overhaul, settlement of any insurance claim, or return thereof, or upon any Rent, receipts or earnings arising from the operation thereof, or upon or with respect to this Lease unless, and to the extent only that, any such Tax is being contested by LESSEE in good faith and by appropriate proceedings duly instituted and diligently prosecuted with adequate reserves having been provided on account thereof and only so long as such proceedings do not involve any danger of the sale, forfeiture or loss of the Aircraft. In case any report or return is required to be made with respect to any obligation of LESSEE under or arising out of this Section 11, LESSEE shall either make such report or return in such manner as will show the ownership of the Aircraft in LESSOR and send a copy of such report or return to LESSOR, or shall notify LESSOR of such requirement and make such report or return in such manner as shall be satisfactory to LESSOR. If claim is made free and clear of and without deduction against any Indemnitee for any and all present or future taxesTaxes arising during the term of this Lease, leviessuch Indemnitee shall promptly notify LESSEE. Any such Indemnitee shall, impostsat LESSEE's expense, deductions, charges or withholdingstake such action as LESSEE may reasonably request in writing with respect to such asserted liability, and all liabilities with respect thereto, excluding taxes measured if reasonably requested by or based on net or taxable income (all LESSEE and upon the prior payment to such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required Indemnitee by law to be deducted from or in respect LESSEE of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been Tax, any payment by an Indemnitee of such Tax shall be made under protest. If payment is made, (ii) the Borrower Indemnitee shall, at LESSEE's expense, take such action as LESSEE may reasonably request to recover such payment and shall, if requested, permit LESSEE in the Indemnitee's name to file a claim or prosecute an action to recover such payment. All of the obligations of LESSEE in this Section 11 with respect to Taxes imposed or accrued before the expiration or other termination of this Lease shall make continue in full force and effect notwithstanding such deductionsexpiration or other termination, and (iii) are expressly made for the Borrower benefit of, and shall pay be enforceable by, each Indemnitee. LESSEE further agrees that, with respect to any payment or indemnity hereunder, such payment or indemnity shall include any amount necessary to hold the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) recipient of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides payment or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee indemnity harmless on an after-tax basis for the full amount of from all Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) required to be paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate recipient with respect to all payments to be made to such assignee payment or indemnity under this Agreement and the Laws of any new Governmental Entity. Excluded from the tax indemnification set forth above are any income taxes assessed or other forms due on an Indemnitee's net income or certificates prescribed any state franchise or similar corporate taxes payable by the Internal Revenue Service of the United States in an Indemnitee. In the event that during the Base Term a lapse in time federal value added tax or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless consumption tax is enacted and becomes effective which replaces the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding federal income tax, or are subject to such tax at LESSOR and LESSEE shall negotiate in good faith a rate under an applicable tax treaty, restructuring of the Borrower shall, subject to its obligations under provisions of this Section 8(all(A), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary principles for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained tax indemnification reflected in this Section shall survive ll(A), so as to achieve substantially the repayment in full same degree of tax indemnification obligations of LESSEE as existed prior to the Loansenactment of such federal value added tax or consumption tax.

General Tax Indemnity. (a) Without regard to any of the ----------------------- exclusions set forth in Section 10.4(b), if any amount payable by Deepwater as --------------- Charter Hire (or by the Charter Trustee to the Investment Trust or any Funding Participant) under the Transaction Documents or otherwise payable by Deepwater under the Head Lease Documents becomes subject to any Tax imposed by way of withholding at the source, Deepwater shall hold harmless the Indemnified Party against such Tax, and, if such withholding is required, shall, at the same time that any such payment is due and payable, either (i) Subject pay such Tax directly to the exclusions described in Section 8(b)(iiappropriate taxing authority, (ii) belowindemnify such Person for such Tax, or (iii) pay an additional amount, such that the net amount actually received by each Indemnified Party entitled thereto, free and clear of, and without deduction for, any and all payments Taxes imposed by withholding will equal the Borrower to the Administrative Agent or amount then due absent such withholding and shall pay any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any additional Taxes shall be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to payment, indemnity or additional sums payable under this Section) such Tax Indemnitee (amount, as the case may be, by each Indemnified Party. In the event Deepwater is required to make any payment or indemnity pursuant to this paragraph in respect of withholding Taxes on any payment made to any Indemnified Party, Deepwater shall not be treated as responsible for such withholding Taxes (1) receives an amount equal to the sum it if such withholding Taxes would not have received had no such deductions been made, imposed but for (iix) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) failure of the preceding sentence Indemnified Party or a Related Indemnified Party to be incorporated in the United States or any Tax Indemnitee organized state in the United States (it being understood that, for this purpose, the Charter Trust shall not be treated as failing to be incorporated in the United States or any state in the United States merely as a result of the organization of the Charter Trust under the laws of Panama) or (y) the amount payable to such Indemnified Party being attributable to a permanent establishment of the Indemnified Party or a Related Indemnified Party in any jurisdiction outside of other than the United States of America (unless such Tax Indemnitee provides permanent establishment results solely from the location of all or has provided any part of the Drillship in, such jurisdiction) (it being understood that, for this purpose, amounts payable to the Borrower Charter Trustee shall not be treated as attributable to a completed Internal Revenue Service Form W-8ECI permanent establishment of the Charter Trust in Panama merely as a result of the organization of the Charter Trust under the laws of Panama and/or the making of payments and the performance of its obligations by the Charter Trustee in accordance with, and as contemplated by, the Transaction Documents ("Permitted Charter Trustee Acts")), (2) if such withholding Tax --------------------------------- results from a breach of any covenant or Form W-8BEN, undertaking in Section 10.4(i) of such --------------- Indemnified Party or any successor formof its Related Indemnified Parties, (3) with respect to any such Tax imposed in respect of any transferee of such Indemnified Party to the extent of the excess of such Taxes over the amount of such Taxes that would have been imposed and indemnified hereunder had such original Indemnified Party from which such Indemnified Party derives its interest not sold, assigned, transferred or Form W-9otherwise disposed of all or a portion of its interest in the Drillship or Transaction Documents (unless such transferee acquired its interest pursuant to the transferor's exercise of remedies), (4) if such withholding Tax results from (x) the gross negligence, willful misconduct or fraud of such Indemnified Party or any successor formof its Related Indemnified Parties or (y) the inaccuracy or breach of a representation, and warranty, covenant or any undertaking of such Indemnified Party or any of its Related Indemnified Parties, (5) if such withholding Taxes are imposed by a taxing authority of or in a country other applicable form, certificate or document prescribed by the Internal Revenue Service of than the United States certifying or Panama and would not have been imposed but for activities, property or operations of the Indemnified Party or any of its Related Indemnified Parties that are unrelated to the transactions contemplated by the Transaction Documents, or (6) if such withholding Taxes are imposed by a taxing authority in Panama as to such Tax Indemniteea result of the Indemnified Party's entitlement (or a Related Indemnified Party's) direction that Deepwater make payments to an exemption fromaccount located in Panama (except if such direction is made while a Charter Event of Default exists). If, or reduction offor any reason, United States withholding tax on payments Deepwater is required to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from make any payment made under to an Indemnified Party or to a taxing authority on behalf of any Indemnified Party pursuant to this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise Section 10.4(a) with respect to, this Agreement or as a -------------- result of, any withholding Tax imposed with respect to any payment of Charter Hire by Deepwater (or by the Charter Trustee to the Investment Trust or any Funding Participant) pursuant to the Transaction Documents or other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each payment by Deepwater under the Head Lease Documents, which withholding Tax Indemnitee on an after-tax basis for is not the full amount responsibility of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested Deepwater under this Section within 30 days from 10.4(a), then such Indemnified --------------- Party shall pay to Deepwater on written demand an amount which equals on an After-Tax Basis such additional amount paid by Deepwater with respect to, or as a result of, such withholding Tax plus interest at (i) the date any Tax Indemnitee Certificate Return Rate or their respective agent (Loan Return Rate, as the case may be) makes written demand therefor. Within 30 days after , during the period commencing on the date of any payment of Taxes or Other Taxes, the Borrower will furnish Deepwater shall have paid an amount pursuant to the relevant Tax Indemnitee first sentence of this paragraph and ending on the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing date Deepwater demands in writing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iiiamount pursuant to this sentence and (ii) below, a Person organized under the laws of a jurisdiction outside of Overdue Rate from the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly period commencing five Business Days following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower Deepwater shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to demanded in writing such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver payment to the Borrower date Deepwater actually receives such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loanspayment.

General Tax Indemnity. (i) Subject LESSEE agrees to pay and to indemnify and hold harmless the exclusions described in Section 8(b)(ii) below, any and Indemnitees from all payments by the Borrower to the Administrative Agent Taxes against or any Lender (each, a "Tax Indemnitee") under this Agreement or upon any of the other Operative Documents Indemnitees, LESSEE, the Aircraft, or any part thereof during the Base Term and arising out of this Lease, or upon the leasing, selling, possession, use, operation, repair, maintenance, overhaul, settlement of any insurance claim, or return thereof, or upon any Rent, receipts or earnings arising from the operation thereof, or upon or with respect to this Lease unless, and to the extent only that, any such Tax is being contested by LESSEE in good faith and by appropriate proceedings duly instituted and diligently prosecuted with adequate reserves having been provided on account thereof and only so long as such proceedings do not involve and danger of the sale, forfeiture or loss of the Aircraft. In case any report or return is required to be made with respect to any obligation of LESSEE under or arising out of this Section 11, LESSEE shall either make such report or return in such manner as will show the ownership of the Aircraft in LESSOR and send a copy of such report or return to LESSOR, or shall notify LESSOR of such requirement and make such report or return in such manner as shall be satisfactory to LESSOR. If claim is made free and clear of and without deduction against any Indemnitee for any and all present or future taxesTaxes arising during the term of this Lease, leviessuch Indemnitee shall promptly notify LESSEE. Any such Indemnitee shall, impostsat LESSEE's expense, deductions, charges or withholdingstake such action as LESSEE may reasonably request in writing with respect to such asserted liability, and all liabilities with respect thereto, excluding taxes measured if reasonably requested by or based on net or taxable income (all LESSEE and upon the prior payment to such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required Indemnitee by law to be deducted from or in respect LESSEE of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been Tax, any payment by an Indemnitee of such Tax shall be made under protest. If payment is made, (ii) the Borrower Indemnitee shall, at LESSEE's expense, take such action as LESSEE may reasonably request to recover such payment and shall, if requested, permit LESSEE in the Indemnitee's name to file a claim or prosecute an action to recover such payment. All of the obligations of LESSEE in this Section 11 with respect to Taxes imposed or accrued before the expiration or other termination of this Lease shall make continue in full force and effect notwithstanding such deductionsexpiration or other termination, and (iii) are expressly made for the Borrower benefit of, and shall pay be enforceable by, each Indemnitee. LESSEE further agrees that, with respect to any payment or indemnity hereunder, such payment or indemnity shall include any amount necessary to hold the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) recipient of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides payment or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee indemnity harmless on an after-tax basis for the full amount of from all Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) required to be paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate recipient with respect to all payments to be made to such assignee payment or indemnity under this Agreement and the Laws of any new Governmental Entity. Excluded from the tax indemnification set forth above are any income taxes assessed or other forms due on an Indemnitee's net income or certificates prescribed any state franchise or similar corporate taxes payable by the Internal Revenue Service of the United States in an Indemnitee. In the event that during the Base Term a lapse in time federal value added tax or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless consumption tax is enacted and becomes effective which replaces the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding federal income tax, or are subject to such tax at LESSOR and LESSEE shall negotiate in good faith a rate under an applicable tax treaty, restructuring of the Borrower shall, subject to its obligations under provisions of this Section 8(a11(A), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary principles for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained tax indemnification reflected in this Section shall survive 11(A), so as to achieve substantially the repayment in full same degree of tax indemnification obligations of LESSEE as existed prior to the Loansenactment of such federal value added tax or consumption tax.

General Tax Indemnity. (i) Subject to the exclusions described in Section 8(b)(ii) below, any and all payments by the Borrower to the Administrative Agent LESSEE agrees that each payment of Rent --------------------- or any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents amount payable hereunder shall be made free and clear of and without deduction for all withholdings of any and all present or future taxes, levies, imposts, deductions, charges or withholdingsnature whatsoever, and in the event that any withholding is required, LESSEE shall pay an additional amount of Rent such that after the deduction of all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be amounts required by law to be deducted from withheld, the net amount of Rent actually and indefeasibly received by each Indemnitee or in respect of any sum payable under this Agreement to any Tax Indemniteethe net amount that is actually received by LESSOR, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an , will equal the amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, Rent or any successor formsuch amount payable hereunder or such other amount, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes , that would be due absent such withholding. LESSEE hereby agrees to indemnify and hold harmless from and against, and on written demand therefor. Within 30 days after demand, to pay or reimburse each Indemnitee for the date of payment of, as the case may be, any payment of and all Taxes imposed upon or Other Taxesasserted against any Indemnitee or the Engines or any Part thereof or interest therein, or this Lease, or the Borrower will furnish to the relevant Tax Indemnitee the original rentals received under this Lease, by any federal, state or a certified copy of a receipt local government or other documents reasonably acceptable taxing authority in the United States, in any territory or possession thereof or by any foreign government or any political subdivision or taxing authority thereof or therein (the foregoing being referred to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, herein individually as a result of an assignment under Section 24(c)(iii"Taxing Authority" and ---------------- collectively as "Taxing Authorities") below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, upon or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all (i) the delivery, ------------------ transport, insuring, ownership, possession, repossession, operation, use, presence, condition, maintenance, repair, return, sale, storage, redelivery, manufacture, subleasing, modification, importation, transfer of title, exportation or other application or disposition of, or the imposition of any Lien (other than a LESSOR Lien) on the Engines or any Part thereof or interest therein, (ii) payments of Basic Rent or Supplemental Rent payable pursuant to be made this Lease, (iii) the Engines or any Part thereof or any interest therein or the applicability of this Lease to such assignee the Engines or any Part thereof or any interest therein or (iv) otherwise with respect to or in connection with the transactions effected under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service Lease. The provisions of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower this Section 12(b) shall have received forms or other documents reasonably satisfactory not apply ------------- to it establishing that payments under this Agreement Taxes which are not subject to United States withholding taxbased upon, or are subject to such tax at a rate under an applicable tax treatymeasured by, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the LoansLESSOR's net income.

General Tax Indemnity. (a) If any Impositions (including, solely for purposes of this Section 5, (i) Subject taxes based on, or measured by the net income of a Tax Indemnitee imposed by the United States (or any state or other jurisdiction, political subdivision or taxing authority thereof or therein) to the exclusions described extent they would not have been imposed if on each Acquisition Date or Funding Date, as the case may be, the Tax Indemnitee had advanced funds directly to the Lessee in Section 8(b)(ii) below, any and all payments the form of a loan secured by the Borrower applicable Property in an amount equal to the Administrative Agent amount advanced for the Property Costs on such Acquisition Date or Funding Date, as the case may be, with the debt service for such loan equal to the Basic Rent payable on each Scheduled Payment Date and a principal balance at the making of such loan in an amount equal to the then outstanding amount of the Loans and Certificate Amounts at the end of the term of the Master Lease, and (ii) taxes imposed with respect to the payment, receipt or accrual of any Lender indemnity payment hereunder, (eachnet of any tax benefit) are now or hereafter imposed or levied by the United States (or by any state or other jurisdiction, political subdivision or taxing authority thereof or therein) on any payments made by the Lessee hereunder or payable in respect of a "Tax Indemnitee") Loan or a Equity Amount or otherwise under this Agreement the Master Lease or any of the other Operative Documents shall be made free and clear to which it is a party or payments relating to the ownership, lease, sale or use of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemniteethe Property, then the Lessee shall pay such additional amounts (iat the time of such payment) the sum payable by the Borrower shall be increased as may be necessary so that every payment of all amounts due hereunder or under such other Operative Document, after making all required deductions in respect withholding or deduction for or on account of any such Taxes (including deductions applicable to additional sums payable under this Section) such Impositions, will not be less than the amount provided for herein or therein. The Tax Indemnitee (as shall promptly notify -42- 75 the case may be) receives an amount equal Lessee in writing of the occurrence of any event of which the Tax Indemnitee has knowledge that will give rise to the sum it would have received had no such deductions been made, (ii) obligation of the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required Lessee to pay amounts, if any, such additional amounts pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (5. As soon as the case may be) makes written demand therefor. Within 30 days practicable after the date the payment of any payment of Taxes or Other TaxesImpositions is due pursuant to Applicable Law, the Borrower will Lessee shall furnish to the relevant Tax Indemnitee certified copies of any tax receipts obtained by the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee Lessee, evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate Lessee and compliance with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loans5.

General Tax Indemnity. (i) Subject to the exclusions described in Section 8(b)(ii) below, any and all payments by the Borrower to the Administrative Agent, the Collateral Agent or any the Lender (and, to the extent the Lender is a CP Conduit, such Lender's Program Support Providers) (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall ----- be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI 4224 (or new Form W-8ECI) or Form 1001 (or new Form W-8BEN), or any successor form, and a completed Internal Revenue Service Form W-8 (or new Form W-8BEN) or W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement entitled to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). ----------- The Borrower will indemnify each Tax Indemnitee on an after-tax basis for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall pay any indemnification requested under this Section within 30 days from the date any Tax Indemnitee or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii23(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI 4224 (or new Form W-8BEN W-8ECI) of Form 1001 (or new Form W-8BEN) or W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it them establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary to assist the Borrower in applying for the Tax Indemnitee to obtain a refund refunds of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt)Section. Without prejudice to the survival of any other provision of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the Loans.

General Tax Indemnity. (i) Subject Lessee agrees to the exclusions described in Section 8(b)(ii) belowpay and indemnify, any and on an after-tax basis, Lessor against all payments by the Borrower to the Administrative Agent income, sales, use, personal property, ad valorem, value added, leasing, stamp or any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductionsfees, duties, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under nature, including all license and registration fees, together with any penalties, fines or interest thereon (collectively, "Impositions") arising out of the transactions contemplated by this Agreement Lease (including the acquisition of any Item prior to the Acceptance Date) and imposed against Lessor, Lessee, this Lease (including any Tax Indemnitee, then (iRent) or the sum payable Equipment or any Item by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been madeUnited States or any state or political subdivision thereof or any foreign government or taxing authority, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall notexcluding, however, be required to pay amounts, if any, pursuant to clause (i) any Impositions based on or measured by the net income of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of Lessor imposed by the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, state or Form W-9, or political subdivision thereof. Lessee will notify Lessor of the need to file any successor formreports and returns relating to any Imposition at least 60 days before the due date thereof and will remit any amounts payable in connection therewith to Lessor 10 days before payment is due. Lessor shall prepare and file all returns, and any other applicable formpay all Impositions, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in unless Lessor directs Lessee otherwise. In the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in Lessor pays any material respect. The Borrower agrees to pay any present or future stampsuch Impositions, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Operative Document (hereinafter referred to as "Other Taxes"). The Borrower Lessee will indemnify each Tax Indemnitee on an after-tax basis demand reimburse Lessor for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee and any liability (including penalties, interest, additions Lessor therefor. Lessor shall have no obligation to tax and expenses) arising therefrom contest or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Borrower shall refuse to pay any indemnification requested under Imposition. Lessee acknowledges that in some jurisdictions Impositions may not be billed, audited, assessed or due until after this Section within 30 days from the date any Tax Indemnitee Lease has terminated and agrees that in such event Lessee will remain liable for such Impositions notwithstanding such termination. Lessor makes no warranty, express or their respective agent (as the case may be) makes written demand therefor. Within 30 days after the date of any payment of Taxes implied, regarding Lessee's tax or Other Taxes, the Borrower will furnish to the relevant Tax Indemnitee the original or a certified copy of a receipt or other documents reasonably acceptable to the relevant Tax Indemnitee evidencing payment of such Taxes or Other Taxes. If, as a result of an assignment under Section 24(c)(iii) below, a Person organized under the laws of a jurisdiction outside of the United States becomes a Tax Indemnitee and payments to it to be made under this Agreement are exempt from United States withholding tax, or are subject to such tax at a reduced rate under an applicable tax treaty, then such assignee shall provide to the Borrower, promptly following the date that it became a Tax Indemnitee and from time to time thereafter, so long as it is lawfully able to do so in its reasonable judgment, a properly completed and executed Internal Revenue Service Form W-8ECI or Form W-8BEN or Form W-9, or any successor form, and any other applicable form, certificate document prescribed by the Internal Revenue Service certifying as to such assignee's entitlement to such exemption or reduced rate with respect to all payments to be made to such assignee under this Agreement and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. Unless the Borrower shall have received forms or other documents reasonably satisfactory to it establishing that payments under this Agreement are not subject to United States withholding tax, or are subject to such tax at a rate under an applicable tax treaty, the Borrower shall, subject to its obligations under Section 8(a), withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Tax Indemnitee, if it is organized under the laws of a jurisdiction outside the United States. Within 30 days after written request from the Borrower the relevant Tax Indemnitee, as appropriate, shall, so long as no Default or Event of Default shall have occurred, execute and deliver to the Borrower such certificates, forms or other documents which can be furnished consistent with the facts and applicable law, and which are reasonably necessary for the Tax Indemnitee to obtain a refund of Taxes indemnified by the Borrower under this Section (which shall be paid to the Borrower promptly upon receipt). Without prejudice to the survival of any other provision accounting treatment of this Agreement, the agreements and obligations of the Borrower contained in this Section shall survive the repayment in full of the LoansLease.