Common use of Allocation of Taxes and Indemnification Clause in Contracts

Allocation of Taxes and Indemnification. (a) From and after the Closing, CBNA shall indemnify, defend, save and hold harmless the Buyer Indemnified Parties from and against: (i) any liability for Taxes, imposed on or with respect to the Company or any Subsidiary of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, for any taxable period ending on or before the Closing Date and for the portion of any Straddle Period (as defined herein) ending on and including the Closing Date (a “Pre-Closing Tax Period”), (ii) any liability for Taxes imposed on the Company or any Subsidiary of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, as a result of being or having been a member of a Company Group (including, Taxes for which the Company or any Subsidiary of the Company may be liable pursuant to Treas. Reg. §1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the Company or any Subsidiary of the Company ceasing to be a member of any Company Group), (iii) any liability for Taxes (other than Conveyance Taxes) incurred, resulting from, arising out of or related to any transactions contemplated by this Agreement, the Merger Agreement, the Related Transaction Agreements, or the Ancillary Agreements that occur on or prior to the Closing Date, (iv) any liability for Taxes incurred, resulting from, arising out of or related to the CBNA Transaction or the FFELP Transaction, (v) any liability for Section 338 Taxes (clauses (i) – (v) hereinafter referred to as the “Pre-Closing Taxes”), and (vi) fifty (50) percent of all Conveyance Taxes. (b) Except as provided in Section 6.1(a), from and after the Closing, Buyer shall be responsible for, and shall hold CBNA and its Affiliates harmless against, any Taxes imposed on the Company or any Subsidiary of the Company (i) for all taxable periods beginning after the Closing Date or the portion of the Straddle Period beginning after the Closing Date (each such period, a “Post-Closing Tax Period”), (ii) that are attributable to any action of Buyer or any of its Affiliates that occurs after the Closing on the Closing Date (excluding actions contemplated by this Agreement, the Merger Agreement, the Related Transaction Agreements or the Ancillary Agreements and excluding the making of the Election (as defined herein)), (iii) arising from or attributable to any breach by Buyer of any of its covenants or agreements in Section 6.4 (relating to the Election), (clauses (i) – (iii) hereinafter referred to as the “Post-Closing Taxes”), and (iv) fifty (50) percent of all Conveyance Taxes; provided, however, that under this Section 6.1(b), Buyer shall not be responsible for, or hold CBNA and its Affiliates harmless against, any Tax for which CBNA or any of its Affiliates is liable under this Agreement (including, Section 6.1(a)), the Merger Agreement, the Related Transaction Agreements or any Ancillary Agreements.

Allocation of Taxes and Indemnification. (a) From and after the ClosingClosing Date, CBNA Citigroup shall indemnifybe responsible for, defend, save and shall indemnify and hold Legg Mason and its Affiliates (which, for purposes of this Article VIII, shall include the CAM Subsidiaries after the Closing Date) and each of their respective officers, directors, employees, agents and representatives (the “Legg Mason Tax Indemnitees”) harmless the Buyer Indemnified Parties from and against: against (i) any liability for Taxes, Taxes imposed on or with respect to the Company or any Subsidiary of the Company, CAM Subsidiaries or for which the Company they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any CAM Subsidiary as a result of the Company may otherwise be liableCAM Restructuring, for any taxable period ending on or before the Closing Date Date, and for the portion of any Straddle Period (as defined herein) ending on and including the Closing Date (a “Pre-Closing Tax Period”)Date, (ii) any liability for Taxes imposed on the Company or resulting from any Subsidiary valid, timely and effective election described in Section 338(h)(10) of the Company, or for which Code with respect to the Company or CAM Domestic Subsidiaries (a “CAM Election”) and any Subsidiary of comparable elections under the Company may otherwise be liable, as a result of being or having been a member of a Company Group (including, Taxes for which the Company or any Subsidiary of the Company may be liable pursuant to Treas. Reg. §1.1502-6 or similar provisions of state, local or and foreign law as a result Requirements of having been a member of a Company Group and any Taxes resulting from the Company or any Subsidiary of the Company ceasing Law with respect to be a member of any Company Group)Taxes, (iii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for Taxes which any CAM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section 1504(a) of the Code, of which Citigroup is the common parent (the “Citigroup Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than Conveyance Taxesthe Citigroup Affiliated Group) incurredat any time prior to Closing, resulting from, arising out and (iv) any Taxes imposed on Legg Mason or its Affiliates under Section 951 of or related the Code with respect to any transactions contemplated by this Agreement, CAM Foreign Subsidiary for the Merger Agreement, portion of the Related Transaction Agreements, or the Ancillary Agreements that occur Straddle Period ending on or prior to the Closing Date, such amount determined in the manner described in Section 8.1(e)(i)(A). Citigroup shall indemnify the Legg Mason Tax Indemnitees for any and all reasonable out-of-pocket costs and expenses (ivincluding reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Citigroup is liable under this Article VIII. With respect to each time that Legg Mason brings an indemnification claim pursuant to this Article VIII, Citigroup shall not be liable, and Legg Mason shall not seek indemnification, under this Section 8.1(a) (A) until the aggregate amount of Citigroup’s indemnification obligation under this Section 8.1(a) is equal to or greater than $100,000, after taking into account subclause (B) below, after which time Citigroup shall be liable for the entire amount of the indemnification obligation under this Section 8.1(a) and (B) for any current Taxes incurred, resulting from, arising out of or related to the CBNA Transaction extent reserved for, clearly set forth and verifiable on the CAM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Citigroup shall indemnify and hold harmless Legg Mason and its Affiliates against any and all losses of Tax Benefits resulting from Citigroup’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the FFELP Transaction, (v) Code with respect to any liability for Section 338 Taxes (clauses (i) – (v) hereinafter referred to as the “Pre-Closing Taxes”), and (vi) fifty (50) percent of all Conveyance TaxesCAM Domestic Subsidiary. (b) Except as provided in Section 6.1(a), from From and after the ClosingClosing Date, Buyer Legg Mason shall be responsible for, and shall hold CBNA Citigroup and its Affiliates and each of their respective officers, directors, employees, agents and representatives (the “Citigroup Tax Indemnitees”) harmless against, any Taxes imposed on the Company or any Subsidiary of the Company CAM Subsidiaries, and not indemnified against by Citigroup under Section 8.1(a), (i) for all taxable periods beginning ending after the Closing Date or the portion portions of the Straddle Period beginning after the Closing Date (each such period, a “Post-Closing Tax Period”), and (ii) that are attributable to any action of Buyer Legg Mason or any of its Affiliates that occurs after the Closing on the Closing Date (excluding other than actions contemplated by this AgreementAgreement or taken at the request of Citigroup, the Merger Agreementincluding, the Related Transaction Agreements or the Ancillary Agreements and excluding without limitation, the making of the Election CAM Elections and any comparable elections under the provisions of state, local and foreign Requirements of Law with respect to Taxes). (c) From and after the Closing Date, Legg Mason shall be responsible for, and shall indemnify and hold the Citigroup Tax Indemnitees (which, for purposes of this Article VIII, shall include the PC/CM Subsidiaries after the Closing Date) harmless against (i) any liability for Taxes imposed on any of the PC/CM Subsidiaries or for which they are otherwise liable for as defined herein))a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any PC/CM Subsidiary as a result of the PC/CM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date, (ii) any Taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code with respect to the PC/CM Domestic Subsidiaries (a “PC/CM Election”) and any comparable elections under the provisions of state, local or foreign Requirements of Law with respect to Taxes, (iii) arising from any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or attributable to any breach by Buyer comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for which any PC/CM Subsidiary may be liable because of its covenants or agreements membership in the affiliated group, within the meaning of Section 6.4 1504(a) of the Code, of which Legg Mason is the common parent (relating to the Election), (clauses (i) – (iii) hereinafter referred to as the “Post-Closing TaxesLegg Mason Affiliated Group”)) or any consolidated group, combined, affiliated or unitary group (other than the Legg Mason Affiliated Group) at any time prior to Closing, and (iv) fifty any Taxes imposed on Citigroup or its Affiliates under Section 951 of the Code with respect to any PC/CM Foreign Subsidiary for the portion of the Straddle Period ending on the Closing Date, such amount determined in the manner described in Section 8.1(e)(i)(A). Legg Mason shall indemnify the Citigroup Tax Indemnitees for any and all reasonable out-of-pocket costs and expenses (50including reasonable fees for attorneys and other outside consultants) percent incurred in connection with any contest of all Conveyance Taxes; providedany Tax liability for which Legg Mason is liable under this Article VIII. With respect to each time that Citigroup brings an indemnification claim pursuant to this Article VIII, howeverLegg Mason shall not be liable, that and Citigroup shall not seek indemnification, under this Section 6.1(b)8.1(c) (A) until the aggregate amount of Legg Mason’s indemnification obligation under this Section 8.1(c) is equal to or greater than $100,000, Buyer after taking into account subclause (B) below, after which time Legg Mason shall not be liable for the entire amount of the indemnification obligation under this Section 8.1(c) and (B) for any current Taxes to the extent reserved for, clearly set forth and verifiable on the PC/CM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Legg Mason shall indemnify and hold harmless Citigroup and its Affiliates against any and all losses of Tax Benefits resulting from Legg Mason’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) of the Code with respect to any PC/CM Domestic Subsidiary. (d) From and after the Closing Date, Citigroup shall be responsible for, or and shall hold CBNA and its Affiliates the Legg Mason Tax Indemnitees harmless against, any Tax Taxes imposed on the PC/CM Subsidiaries, and not indemnified against by Legg Mason under Section 8.1(c), (i) for which CBNA all taxable periods beginning after the Closing Date or portions of the Straddle Period beginning after the Closing Date, (ii) that are attributable to any action of Citigroup or any of its Affiliates is liable under that occurs after the Closing on the Closing Date (other than actions contemplated by this Agreement (or taken at the request of Legg Mason, including, Section 6.1(a))without limitation, the Merger Agreementmaking of the PC/CM Elections and any comparable elections under the provisions of state, the Related Transaction Agreements local or any Ancillary Agreementsforeign Requirements of Law with respect to Taxes).

Allocation of Taxes and Indemnification. (a) From Except as provided in Sections 8.8 and 8.11(b), from and after the ClosingClosing Date, CBNA Parent shall indemnifybe responsible for, defend, save and shall indemnify and hold Purchaser and its Affiliates (which, for purposes of this Article VIII, shall include the Acquired Subsidiaries) harmless the Buyer Indemnified Parties from and against: against (i) any liability for Taxes, Taxes imposed on or with respect to the Company or any Subsidiary of the Company, Acquired Subsidiaries or for which the Company or any Subsidiary of the Company may otherwise be liable, Joint Ventures for any taxable period ending on or before the Closing Date Date, and for the portion of any Straddle Period (as defined herein) ending on and including the Closing Date (a “"Pre-Closing Tax Period”"), (ii) with respect to the Applicable Argentina Subsidiaries, 50% of any liability Taxes relating to pesification and any related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period; (iii) 50% of the excess of Taxes imposed on the Company Acquired Subsidiaries and the applicable Seller by any United States state or any Subsidiary local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Company, or for which the Company or any Subsidiary Code but rather characterizes such Elections as qualifying under section 338(g) of the Company may otherwise be liable, as a result Code over the amount of being or having Taxes that would have been a member of a Company Group imposed on such Seller had the Election been treated by such jurisdiction in the manner provided under section 338(h)(10); (including, Taxes for which the Company or any Subsidiary of the Company may be liable pursuant to Treas. Reg. §1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and iv) any Taxes resulting from the Company or imposed on any Subsidiary of the Company ceasing to be a member of any Company Groupaffiliated group, within the meaning of section 1504(a) of the Code with which the Acquired Subsidiaries or the Joint Ventures file or have filed a Tax Return on a consolidated, unitary, affiliated or combined basis prior to the Closing Date, (v) with respect to any claim by Purchaser brought prior to the expiration of the survival period provided in Section 8.6(b), any Taxes and reasonable external advisory and technology service fees and other reasonable external expenses (but only to the extent Purchaser, in good faith, uses all internal resources before incurring such external fees and expenses) attributable to, arising from or related to the failure of any Annuity Contract, Life Insurance Contract or other tax favored product issued, assumed, exchanged, modified, sold or marketed by any of the Acquired Subsidiaries to comply with applicable Tax Law, including all such Taxes, fees and expenses incurred to correct any such problems related thereto, to amend, create substitute forms or that are incurred in connection with taking any other actions necessary to cause such products to comply with applicable Tax Law, provided, however, that this Section 8.1(a)(v) shall not cover products with respect to which the issue relating to noncompliance did not exist as of the Closing Date or that are noncompliant due to (A) changes in (1) Tax Law or (2) published Internal Revenue Service interpretations thereof, in either case, occurring after the Closing Date or (B) any actions taken by Purchaser or its Affiliates after the Closing Date; (vi) all Taxes for all taxable periods or portions thereof ending on or before the expiration of the survival period provided in Section 8.6 (and, solely with respect to the representations contained in Section 4.18(w), (iiix) and (y), any reduction in, or loss of, net Tax Benefits, calculated on a net present value basis using the principles of Section 8.11(a)) that result from, arise out of or are based upon an inaccuracy or breach of the representations and warranties provided under Section 4.18 (without regard to the knowledge qualifier in the representations contained in Section 4.18(w), (x) and (y) only) or the covenants and agreements relating to Taxes as provided in Sections 2.4, 3.3, 6.1 and Articles VIII and X; (vii) any liability for Taxes (other than Conveyance Taxes) incurredresulting from or attributable to: (A) any of the transactions contemplated by Section 6.14, resulting from, arising out of or related to (B) any transactions contemplated by this Agreement, the Merger Agreement, the Related Transaction Agreements, or the Ancillary Agreements Agreement that are required to occur on or prior to the Closing Date, Date and (ivC) any liability for Taxes incurred, resulting from, arising out actions that are undertaken by or at the direction of or related to for the CBNA Transaction benefit of Parent or the FFELP Transaction, (v) Sellers or any liability for Section 338 Taxes Affiliates thereof (clauses (i) – - (vvii) hereinafter referred to as the “"Pre-Closing Taxes”), ") and (viviii) fifty (50) percent % of all Conveyance Taxes; provided, however, that Pre-Closing Taxes (x) shall be net of any specific accruals and reserves specifically established for any such Tax or expense covered in Section 8.1(a)(v) to the extent reflected on the Closing Date Balance Sheet (not including any amounts of Deferred Taxes reflected on such balance sheet) but only to the extent Purchaser or the Acquired Subsidiaries have not pursuant to Section 8.1(g)(ix) or 8.8 made a payment relating to such accrual or reserve, provided, further, that Parent shall not be liable under this Section 8.1(a) until the aggregate amount of Parent's indemnification obligation under this Section 8.1(a) is greater than $100,000 after taking into account subclause (x) above, at which point Parent shall be liable for the full amount of such indemnification obligation. Notwithstanding any provision to the contrary, this Section 8.1 shall not be interpreted in a manner that would require Parent to indemnify Purchaser and its Affiliates for any (1) reduction of the amount of the Tax Attributes of the Applicable Argentina Subsidiaries and (2) Third Party Claims other than claims for Taxes. (b) Except as provided in Section 6.1(aSections 8.1(a) and 8.11(b), from and after the ClosingClosing Date, Buyer Purchaser shall be responsible for, and shall hold CBNA Parent and its Affiliates harmless against, any Taxes imposed on the Company or any Subsidiary of Acquired Subsidiaries and the Company Joint Ventures (i) for all taxable periods beginning after the Closing Date or the portion portions of the Straddle Period beginning after the Closing Date (each such period, a “"Post-Closing Tax Period”"), (ii) that are attributable to any action of Buyer Purchaser or any of its Affiliates that occurs after the Closing on the Closing Date (excluding other than actions contemplated by this AgreementAgreement or that are undertaken at the direction of or for the benefit of Parent or Sellers, the Merger Agreement, the Related Transaction Agreements or the Ancillary Agreements and excluding including the making of the Election (as defined herein)Elections), (iii) arising from 50% of the excess of Taxes imposed on the Acquired Subsidiaries and the applicable Seller by any United States state or attributable local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Code but rather characterize such Elections as qualifying under section 338(g) of the Code over the amount of Taxes that would have been imposed on such Seller had the Election been treated by such jurisdiction in the manner provided under section 338(h)(10), and (iv) with respect to any breach by Buyer the Applicable Argentina Subsidiaries, 50% of any of its covenants or agreements in Section 6.4 (Taxes relating to the Election), pesification and any related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period (clauses (i) – - (iiiiv) hereinafter referred to as the “"Post-Closing Taxes”"), and (ivv) fifty (50) percent % of all Conveyance Taxes; provided, however, that under this . (c) For purposes of Section 6.1(b), Buyer shall not be responsible for, or hold CBNA and its Affiliates harmless against, any Tax for which CBNA or any of its Affiliates is liable under this Agreement (including, Section 6.1(a)8.1(a)(v), the Merger Agreement, Parties agree that Purchaser shall be permitted to bring a claim (based on Purchaser's calculations) against Parent even if no Third- 77 Party Claim has been brought against Purchaser as of the Related Transaction Agreements or any Ancillary Agreementstime Purchaser has asserted its claim against Parent.

Allocation of Taxes and Indemnification. (a) From Subject to Section 2(b), from and after the ClosingClosing Date, CBNA Citigroup shall indemnifybe responsible for, defend, save and shall indemnify and hold the members of the Primerica Group harmless the Buyer Indemnified Parties from and against: against (i) any consolidated, combined, affiliated, unitary or similar federal, state or local Income Tax liability for Taxes, of the Citigroup Affiliated Group or any Citigroup State Group imposed on or with respect to the Company or any Subsidiary member of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, Primerica Group for any taxable Taxable period ending on or before the Closing Date Date, and for the portion of any Straddle Period (as defined hereinbelow) ending on and including the Closing Date (a “Pre-Closing Tax Period”), (ii) any liability for Taxes imposed on the Company or any Subsidiary of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, as a result of being or having been a member of a Company Group (including, Taxes for which the Company or any Subsidiary of the Company may be liable pursuant to Treas. Reg. §1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the Company or any Subsidiary of the Company ceasing to be a member of any Company Group), (iii) any liability for Taxes (other than Conveyance Taxes) incurred, resulting from, arising out of or related to for any transactions contemplated by this Agreement, the Merger Agreement, the Related Transaction Agreements, or the Ancillary Agreements that occur on or prior Pre-Closing Tax Period attributable to the Closing DateSection 338 Elections and the Restructuring Transactions, (iii) any amount required to be paid by Citigroup pursuant to Section 2(i), (iv) any liability for Taxes incurred, resulting from, arising out of or related to the CBNA Transaction or the FFELP Transaction, (v) any liability for Section 338 Canadian Goods and Services Taxes (“GST”) for any Pre-Closing Tax Period that are imposed on management services provided by Primerica Financial Services (Canada) Ltd. to any of the Canadian Subsidiaries (the Taxes described in clauses (i), (ii) – (viii) and (iv) hereinafter referred to as the “Pre-Closing Taxes”), and (iv) all Taxes arising from or attributable to any act, failure to act or omission by any member of the Citigroup Group that violates any of the Section 338 Elections or causes any of such elections to become invalid, (v) any Taxes imposed pursuant to Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Tax law) for which any member of the Primerica Group is liable solely because of inclusion in the Citigroup Affiliated Group or any Citigroup State Group for any Taxable period, (vi) fifty (50) percent % of all Conveyance Taxes, and (vii) any Incremental Subpart F Taxes. (b) Except as expressly provided in Section 6.1(a2(a), from and after the ClosingClosing Date, Buyer Primerica shall be responsible for, and shall hold CBNA Citigroup and its Affiliates harmless against, any Taxes imposed on the Company or any Subsidiary of the Company from and against (i) any consolidated, combined, affiliated, unitary or similar federal, state or local Income Tax liability of the Citigroup Affiliated Group or any Citigroup State Group imposed on or with respect to any member of the Primerica Group for all taxable periods any Taxable period beginning after the Closing Date or the portion portions of the Straddle Period (as defined below) beginning after the Closing Date (each such period, a “Post-Closing Tax Period” and such Taxes “Post-Closing Taxes”) computed in the manner and limited to the amount described in Section 2(c), (ii) that are attributable to any action of Buyer or any of its Affiliates that occurs after the Closing on the Closing Date (excluding actions contemplated by this Agreement, the Merger Agreement, the Related Transaction Agreements or the Ancillary Agreements and excluding the making of the Election (as defined herein)), (iii) all Taxes arising from or attributable to any breach act, failure to act or omission by Buyer any member of the Primerica Group that violates any of its covenants the Section 338 Elections or agreements in Section 6.4 (relating causes any of such elections to the Election)become invalid, (clauses (i) – (iii) hereinafter referred 50% of all Conveyance Taxes, (iv) any amount required to as the “Post-Closing Taxes”be paid by Primerica pursuant to Section 2(i), and (ivv) fifty all other Taxes required to be paid by or with respect to the Primerica Group to the extent that Citigroup is not responsible for such other Taxes pursuant to Section 2(a). (50c) percent For purposes of all Conveyance Taxes; providedSections 2(a) and 2(b) and subject to the provisions of Section 2(d), howeverin the case of Income Taxes that are payable with respect to a Taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be deemed equal to the amount that would be payable if the Taxable year ended with (and included) the Closing Date. (d) To the extent that the Closing Date does not occur on a month end, the parties shall use reasonable best efforts to determine the allocation of income and other Tax items between the pre-Closing and the post-Closing portions of the month in which the Closing occurs. (e) For purposes of determining the Income Tax liability of the Primerica Group for any consolidated, combined, unitary or similar Tax Return for any Post-Closing Tax Period that includes a member of the Citigroup Group, Primerica and/or its relevant subsidiaries shall be treated as a separate consolidated, combined, unitary or similar group. (f) To the extent that an indemnification obligation of one party pursuant to this Section 2 may overlap with another indemnification obligation of such party pursuant to this Section 2, the party entitled to such indemnification shall be limited to only one of such indemnification payments. (g) Whenever in accordance with this Agreement Primerica shall be required to pay Citigroup an amount pursuant to Section 2(b), or Citigroup shall be required to pay Primerica an amount pursuant to Section 2(a), such payments shall be made by the later of 30 days after such payments are requested or, to the extent such amount is required to by paid to a Taxing authority, 10 days before the requesting party is required to pay the related Tax liability. Any payment made after the day such payment is due under this Section 6.1(b), Buyer 2(g) shall bear interest at the prime rate as published in the Wall Street Journal on the day on which the payment was due. (h) To the extent not be responsible for, prohibited by applicable law or hold CBNA and its Affiliates harmless against, any Tax for which CBNA or any of its Affiliates is liable under this Agreement (including, Section 6.1(a))the relevant governmental authority, the Merger Agreement, relevant Primerica Subsidiary shall pay to Citigroup on or before the Related Transaction Agreements Closing Date the amount of any estimated liability for current Income Taxes described in Section 2(a)(i) that is reflected on the balance sheet of Primerica and used as a basis for determining the amount of dividends or any Ancillary Agreementsother distributions allowed to be made by Primerica in connection with the IPO or the Restructuring Transactions.

Allocation of Taxes and Indemnification. (a) From and after the ClosingClosing Date, CBNA IIF Subway shall, or shall cause SWMAC Holdco to, indemnify, defend, save and hold harmless harmless, CIUS, Corix, their respective Affiliates and each of their respective Representatives, successors and assigns (collectively, the Buyer CIUS-Corix Indemnified Parties ) from and against: against any and all (i) any liability for Taxes, Taxes imposed on or payable by IIF Subway, Bazos, SWMAC Holdco or any of their respective Affiliates for any taxable period (including, for the avoidance of doubt, any Taxes required to be deducted or withheld and any Taxes, including all Transfer Taxes, with respect to the Company SWMAC Restructuring); (ii) Taxes that are attributable to, or otherwise imposed on or payable by, SWMAC, SWWC or any SWWC Subsidiary of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, for with respect to any taxable period ending on or before the Closing Date Date, and for the portion of any Straddle Period (as defined herein) ending on (and including including) the Closing Date (a “Preas determined under Section 9.1(c)); (iii) Losses and Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in Section 6.8; (iv) Taxes arising from or attributable to any breach or non-Closing Tax Period”)fulfillment of any covenant or agreement made by IIF Subway, SWMAC Holdco or any of their respective Affiliates (iiincluding, prior to the Closing, SWMAC and SWWC) any liability for in this Agreement; (v) Taxes imposed on the Company CIUS or any Subsidiary of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, its Subsidiaries as a result of being a transferee or having been a member of a Company Group (includingsuccessor to IIF Subway, Taxes for which the Company Bazos, SWMAC Holdco or any Subsidiary of the Company may be liable their respective Affiliates pursuant to Treas. Reg. §1.1502-6 applicable Law; (vi) amounts required to be paid by or imposed on CIUS or any of its Subsidiaries pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar provisions of state, local agreement or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the Company or any Subsidiary of the Company ceasing to be a member of any Company Group), (iii) any liability for Taxes arrangement (other than Conveyance Taxes(A) incurred, resulting from, arising out indemnification or reimbursement provisions in any such agreement or arrangement entered into in the ordinary course of or related to any transactions contemplated by this Agreementbusiness, the Merger Agreementprincipal subject of which does not relate to Taxes, and (B) Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangements solely between or among any of SWMAC, SWWC and the Related Transaction AgreementsSWWC Subsidiaries) to which SWMAC, SWWC or the Ancillary Agreements that occur any SWWC Subsidiary is a party or is otherwise subject, in either case, on or prior to the Closing Date; (vii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or non-U.S. Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated, unitary or other group for Tax purposes) for which SWMAC, SWWC or any SWWC Subsidiary may be liable because of membership in any affiliated group, within the meaning of Section 1504(a) of the Code, or any consolidated group, combined, affiliated or unitary group, at any time on or prior to the Closing Date; and (viii) any costs and expenses, including reasonable out-of-pocket investigatory, legal or accounting fees and expenses, losses, damages, assessments, settlements or judgments arising out of, incident to the imposition, assessment or assertion of, or attributable to any item described in (i) to (vii) (including, subject to Section 9.1(e), the contest of any Tax liability in connection therewith); provided, however, that IIF Subway and SWMAC Holdco shall not be liable, and the CIUS-Corix Indemnified Parties shall not seek indemnification, for any Taxes or Losses to the extent recovery for such Taxes or Losses would be duplicative of amounts recovered as an adjustment to (or otherwise taken into account in determining) the Equity Balancing Payment pursuant to Article II. For the avoidance of doubt, (ivx) any liability for Taxes incurred, in the event of a Loss suffered directly or indirectly by CIUS after the Closing resulting from, from or arising out of an indemnifiable matter under this Section 9.1(a), IIF Subway shall, or related shall cause SWMAC Holdco to, be obligated to contribute (or cause to be contributed) to CIUS an amount equal to the CBNA Transaction amount of such Loss, and no Equity Interests, or the FFELP Transactionother rights or value with respect to such contribution, (v) shall be issued to SWMAC Holdco or any liability other Person in exchange for Section 338 Taxes (clauses (i) – (v) hereinafter referred to as the “Pre-Closing Taxes”)such contribution, and (viy) fifty in the event of a Loss suffered by any of the other CIUS-Corix Indemnified Parties not addressed by clause (50x) percent immediately above resulting from or arising out of all Conveyance Taxesan indemnifiable matter under this Section 9.1(a), IIF Subway shall, or shall cause SWMAC Holdco to, be obligated to make a direct payment to the applicable CIUS-Corix Indemnified Party in an amount equal to the amount of such Loss (and the calculation of such Loss shall take into account the equity ownership in CIUS by the applicable CIUS-Corix Indemnified Party and the Equity Balancing Payment and SHL Balancing Payment paid under this Agreement). (b) Except as provided in Section 6.1(a), from From and after the ClosingClosing Date, Buyer Corix shall be responsible forindemnify, defend, save and hold harmless, CIUS, SWMAC Holdco, their respective Affiliates and each of their respective Representatives, successors and assigns (collectively, the CIUS-SWMAC Indemnified Parties ) from and against any and all (i) Taxes imposed on or payable by Corix or any of its Affiliates, or with respect to any Excluded Business Entity or the Excluded Business (including all Taxes, including Transfer Taxes, with respect to the Excluded Business Carveout, and shall hold CBNA and its Affiliates harmless againstall Taxes, excluding Transfer Taxes, with respect to the remainder of the Corix Restructuring), for any taxable period (including, for the avoidance of doubt, any Taxes required to be deducted or withheld); (ii) Taxes that are attributable to, or otherwise imposed on the Company or payable by, any Subsidiary of the Company (i) for all Contributed Corix Entity with respect to any taxable periods beginning after period ending on or before the Closing Date or Date, and for the portion of the any Straddle Period beginning after ending on (and including) the Closing Date (each such period, a “Post-Closing Tax Period”), (ii) that are attributable to any action of Buyer or any of its Affiliates that occurs after the Closing on the Closing Date (excluding actions contemplated by this Agreement, the Merger Agreement, the Related Transaction Agreements or the Ancillary Agreements and excluding the making of the Election (as defined hereindetermined under Section 9.1(c)), ; (iii) Losses and Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in Section 4.8; (iv) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by Buyer any of the Corix Parties in this Agreement; (v) Taxes imposed on CIUS or any of its covenants Subsidiaries as a result of being a transferee or agreements successor to Corix or any of its Affiliates pursuant to applicable Law; (vi) amounts required to be paid by or imposed on CIUS or any of its Subsidiaries pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (A) indemnification or reimbursement provisions in Section 6.4 any such agreement or arrangement entered into in the ordinary course of business, the principal subject of which does not relate to Taxes, and (relating B) Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangements solely between the Contributed Corix Entities) to which any Contributed Corix Entity is a party or is otherwise subject, in either case, on or prior to the Election)Closing Date; (vii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or non-U.S. Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated, unitary or other group for Tax purposes) for which any Contributed Corix Entity may be liable because of membership in any affiliated group, within the meaning of Section 1504(a) of the Code, or any consolidated group, combined, affiliated or unitary group, at any time on or prior to the Closing Date; and (clauses viii) any costs and expenses, including reasonable out-of-pocket investigatory, legal or accounting fees and expenses, losses, damages, assessments, settlements or judgments arising out of, incident to the imposition, assessment or assertion of, or attributable to any item described in (i) – to (iiivii) hereinafter referred (including, subject to as the “Post-Closing Taxes”Section 9.1(e), and (iv) fifty (50) percent the contest of all Conveyance Taxesany Tax liability in connection therewith); provided, however, that under this Section 6.1(b), Buyer Corix shall not be responsible forliable, and the CIUS-SWMAC Indemnified Parties shall not seek indemnification, for any Taxes or hold CBNA and its Affiliates harmless against, any Tax Losses to the extent recovery for which CBNA such Taxes or any Losses would be duplicative of its Affiliates is liable under this Agreement amounts recovered as an adjustment to (including, Section 6.1(a)), or otherwise taken into account in determining) the Merger Agreement, Equity Balancing Payment pursuant to Article II. For the Related Transaction Agreements or any Ancillary Agreements.avoidance of doubt,

Allocation of Taxes and Indemnification. (a) From and after the ClosingClosing Date, CBNA IIF Subway shall, or shall cause SWMAC Holdco to, indemnify, defend, save and hold harmless harmless, CIUS, Corix, their respective Affiliates and each of their respective Representatives, successors and assigns (collectively, the Buyer “CIUS-Corix Indemnified Parties Parties”) from and against: against any and all (i) any liability for Taxes, Taxes imposed on or payable by IIF Subway, Bazos, SWMAC Holdco or any of their respective Affiliates for any taxable period (including, for the avoidance of doubt, any Taxes required to be deducted or withheld and any Taxes, including all Transfer Taxes, with respect to the Company SWMAC Restructuring); (ii) Taxes that are attributable to, or otherwise imposed on or payable by, SWMAC, SWWC or any SWWC Subsidiary of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, for with respect to any taxable period ending on or before the Closing Date Date, and for the portion of any Straddle Period (as defined herein) ending on (and including including) the Closing Date (a “Preas determined under Section 9.1(c)); (iii) Losses and Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in Section 6.8; (iv) Taxes arising from or attributable to any breach or non-Closing Tax Period”)fulfillment of any covenant or agreement made by IIF Subway, SWMAC Holdco or any of their respective Affiliates (iiincluding, prior to the Closing, SWMAC and SWWC) any liability for in this Agreement; (v) Taxes imposed on the Company CIUS or any Subsidiary of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, its Subsidiaries as a result of being a transferee or having been a member of a Company Group (includingsuccessor to IIF Subway, Taxes for which the Company Bazos, SWMAC Holdco or any Subsidiary of the Company may be liable their respective Affiliates pursuant to Treas. Reg. §1.1502-6 applicable Law; (vi) amounts required to be paid by or imposed on CIUS or any of its Subsidiaries pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar provisions of state, local agreement or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the Company or any Subsidiary of the Company ceasing to be a member of any Company Group), (iii) any liability for Taxes arrangement (other than Conveyance Taxes(A) incurred, resulting from, arising out indemnification or reimbursement provisions in any such agreement or arrangement entered into in the ordinary course of or related to any transactions contemplated by this Agreementbusiness, the Merger Agreementprincipal subject of which does not relate to Taxes, and (B) Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangements solely between or among any of SWMAC, SWWC and the Related Transaction AgreementsSWWC Subsidiaries) to which SWMAC, SWWC or the Ancillary Agreements that occur any SWWC Subsidiary is a party or is otherwise subject, in either case, on or prior to the Closing Date; (vii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or non-U.S. Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated, unitary or other group for Tax purposes) for which SWMAC, SWWC or any SWWC Subsidiary may be liable because of membership in any affiliated group, within the meaning of Section 1504(a) of the Code, or any consolidated group, combined, affiliated or unitary group, at any time on or prior to the Closing Date; and (viii) any costs and expenses, including reasonable out-of-pocket investigatory, legal or accounting fees and expenses, losses, damages, assessments, settlements or judgments arising out of, incident to the imposition, assessment or assertion of, or attributable to any item described in (i) to (vii) (including, subject to Section 9.1(e), the contest of any Tax liability in connection therewith); provided, however, that IIF Subway and SWMAC Holdco shall not be liable, and the CIUS-Corix Indemnified Parties shall not seek indemnification, for any Taxes or Losses to the extent recovery for such Taxes or Losses would be duplicative of amounts recovered as an adjustment to (or otherwise taken into account in determining) the Equity Balancing Payment pursuant to Article II. For the avoidance of doubt, (ivx) any liability for Taxes incurred, in the event of a Loss suffered directly or indirectly by CIUS after the Closing resulting from, from or arising out of an indemnifiable matter under this Section 9.1(a), IIF Subway shall, or related shall cause SWMAC Holdco to, be obligated to contribute (or cause to be contributed) to CIUS an amount equal to the CBNA Transaction amount of such Loss, and no Equity Interests, or the FFELP Transactionother rights or value with respect to such contribution, (v) shall be issued to SWMAC Holdco or any liability other Person in exchange for Section 338 Taxes (clauses (i) – (v) hereinafter referred to as the “Pre-Closing Taxes”)such contribution, and (viy) fifty in the event of a Loss suffered by any of the other CIUS-Corix Indemnified Parties not addressed by clause (50x) percent immediately above resulting from or arising out of all Conveyance Taxesan indemnifiable matter under this Section 9.1(a), IIF Subway shall, or shall cause SWMAC Holdco to, be obligated to make a direct payment to the applicable CIUS-Corix Indemnified Party in an amount equal to the amount of such Loss (and the calculation of such Loss shall take into account the equity ownership in CIUS by the applicable CIUS-Corix Indemnified Party and the Equity Balancing Payment and SHL Balancing Payment paid under this Agreement). (b) Except as provided in Section 6.1(a), from From and after the ClosingClosing Date, Buyer Corix shall be responsible forindemnify, defend, save and hold harmless, CIUS, SWMAC Holdco, their respective Affiliates and each of their respective Representatives, successors and assigns (collectively, the “CIUS-SWMAC Indemnified Parties”) from and against any and all (i) Taxes imposed on or payable by Corix or any of its Affiliates, or with respect to any Excluded Business Entity or the Excluded Business (including all Taxes, including Transfer Taxes, with respect to the Excluded Business Carveout, and shall hold CBNA and its Affiliates harmless againstall Taxes, excluding Transfer Taxes, with respect to the remainder of the Corix Restructuring), for any taxable period (including, for the avoidance of doubt, any Taxes required to be deducted or withheld); (ii) Taxes that are attributable to, or otherwise imposed on the Company or payable by, any Subsidiary of the Company (i) for all Contributed Corix Entity with respect to any taxable periods beginning after period ending on or before the Closing Date or Date, and for the portion of the any Straddle Period beginning after ending on (and including) the Closing Date (each such period, a “Post-Closing Tax Period”), (ii) that are attributable to any action of Buyer or any of its Affiliates that occurs after the Closing on the Closing Date (excluding actions contemplated by this Agreement, the Merger Agreement, the Related Transaction Agreements or the Ancillary Agreements and excluding the making of the Election (as defined hereindetermined under Section 9.1(c)), ; (iii) Losses and Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in Section 4.8; (iv) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by Buyer any of the Corix Parties in this Agreement; (v) Taxes imposed on CIUS or any of its covenants Subsidiaries as a result of being a transferee or agreements successor to Corix or any of its Affiliates pursuant to applicable Law; (vi) amounts required to be paid by or imposed on CIUS or any of its Subsidiaries pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (A) indemnification or reimbursement provisions in Section 6.4 any such agreement or arrangement entered into in the ordinary course of business, the principal subject of which does not relate to Taxes, and (relating B) Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangements solely between the Contributed Corix Entities) to which any Contributed Corix Entity is a party or is otherwise subject, in either case, on or prior to the Election)Closing Date; (vii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or non-U.S. Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated, unitary or other group for Tax purposes) for which any Contributed Corix Entity may be liable because of membership in any affiliated group, within the meaning of Section 1504(a) of the Code, or any consolidated group, combined, affiliated or unitary group, at any time on or prior to the Closing Date; and (clauses viii) any costs and expenses, including reasonable out-of-pocket investigatory, legal or accounting fees and expenses, losses, damages, assessments, settlements or judgments arising out of, incident to the imposition, assessment or assertion of, or attributable to any item described in (i) – to (iiivii) hereinafter referred (including, subject to as the “Post-Closing Taxes”Section 9.1(e), and (iv) fifty (50) percent the contest of all Conveyance Taxesany Tax liability in connection therewith); provided, however, that under this Section 6.1(b), Buyer Corix shall not be responsible forliable, and the CIUS-SWMAC Indemnified Parties shall not seek indemnification, for any Taxes or hold CBNA and its Affiliates harmless against, any Tax Losses to the extent recovery for which CBNA such Taxes or any Losses would be duplicative of its Affiliates is liable under this Agreement amounts recovered as an adjustment to (including, Section 6.1(a)), or otherwise taken into account in determining) the Merger Agreement, Equity Balancing Payment pursuant to Article II. For the Related Transaction Agreements or any Ancillary Agreements.avoidance of doubt,

Allocation of Taxes and Indemnification. (a) From and after the ClosingClosing Date, CBNA Pluto shall pay to Newquay the amount required to indemnify, defend, save and hold harmless Newquay Indemnified Parties from and against any and all (i) Taxes that are attributable to Rover with respect to any taxable period ending after the Closing Date, and for the portion of any Straddle Period beginning after the Closing Date (as determined under Section 8.1(c)); (ii) Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in this Agreement; (iii) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by Pluto or any of their Affiliates in this Agreement; (iv) any Transfer Taxes payable by Pluto under Section 8.4; and (v) any costs and expenses, including reasonable out-of-pocket legal or accounting fees and expenses, attributable to any item described in (i) to (iv) (including, subject to Section 8.1(e), the contest of any Tax liability in connection therewith); provided, however, that Pluto shall not be liable, and Newquay Indemnified Parties shall not seek indemnification, for any Taxes or Losses to the extent recovery for such Taxes or Losses would constitute a duplicative payment of amounts recovered as a purchase price adjustment pursuant to Article I or Article III. (b) From and after the Closing Date, Newquay shall pay to Pluto the amount required to indemnify, defend, save and hold harmless the Buyer Pluto Indemnified Parties from and against: against any and all (i) any liability for Taxes, Taxes imposed on or with respect Rover that are attributable to the Company or any Subsidiary of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, for any taxable period ending on or before the Closing Date Date, and for the portion of any Straddle Period (as defined herein) ending on (and including including) the Closing Date (a “Pre-Closing Tax Period”as determined under Section 8.1(c), ); (ii) Losses based upon, attributable to or resulting from any liability failure or failures to be true of, or inaccuracy in, any representation or warranty made in Section 5.11; (iii) Taxes based upon, attributable to or resulting from any failure or failures to be true of, or inaccuracy in, any representation or warranty made in this Agreement, other than representations or warranties made in Section 5.11 (which, for the avoidance of doubt, is addressed in clause (ii) above); (iv) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by Newquay or any of their Affiliates in this Agreement; (v) Taxes imposed on the Company or any Subsidiary of the Company, or for which the Company or any Subsidiary of the Company may otherwise be liable, Rover as a result of Rover being a transferee or having been a member of a Company Group (including, Taxes for which the Company or any Subsidiary of the Company may be liable successor pursuant to Treas. Reg. §1.1502-6 applicable Requirement of Law, in either case where the liability of Rover is attributable to an event or transaction occurring before the Closing; (vi) amounts required to be paid by or imposed on Rover pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar provisions of state, local agreement or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the Company or any Subsidiary of the Company ceasing to be a member of any Company Group), (iii) any liability for Taxes arrangement (other than Conveyance indemnification or reimbursement provisions in any such agreement or arrangement entered into in the ordinary course of business, the principal subject of which does not relate to Taxes) incurredto which Rover is a party or is otherwise subject, resulting fromin either case, arising out of or related to any transactions contemplated by this Agreement, the Merger Agreement, the Related Transaction Agreements, or the Ancillary Agreements that occur on or prior to the Closing Date, ; (ivvii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or non-U.S. Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated, unitary or other group for Taxes incurredTax purposes) for which Rover may be liable because of membership in the affiliated group, resulting fromwithin the meaning of Section 1504(a) of the Code, arising out of which Newquay is the common parent (the “Newquay Affiliated Group”) or related any consolidated group, combined, affiliated or unitary group (other than the Newquay Affiliated Group) at any time on or prior to the CBNA Transaction or the FFELP Transaction, Closing Date; (vviii) any liability for Section 338 Taxes Losses in connection with an over-accrual or over-statement of any Tax asset to the extent such Tax asset was specifically reserved for, clearly set forth and verifiable as an asset on the Rover Final Closing Statement; and (ix) any costs and expenses, including reasonable, out-of-pocket legal or accounting fees and expenses, attributable to any item described in clauses (i) – to (vviii) hereinafter referred (including, subject to as the “Pre-Closing Taxes”Section 8.1(e), the contest of any Tax liability in connection therewith); provided, however, that Newquay shall not be liable, and the Pluto Indemnified Parties shall not seek indemnification, for any Taxes or Losses to the extent (viA) fifty (50) percent of all Conveyance Taxes. (b) Except as provided in Section 6.1(a), from and after the Closing, Buyer shall be responsible such Taxes or Losses were specifically reserved for, clearly set forth and shall hold CBNA and its Affiliates harmless against, any Taxes imposed verifiable as a liability on the Company Rover Final Closing Statement, or any Subsidiary of the Company (iB) for all taxable periods beginning after the Closing Date such Taxes or the portion of the Straddle Period beginning after the Closing Date (each such period, a “Post-Closing Tax Period”), (ii) that Losses are attributable to any transaction or action of Buyer Pluto or any of its Affiliates that occurs after the Closing on the Closing Date (excluding actions other than an ordinary course transaction or an action contemplated by this AgreementAgreement or taken at the written request of Newquay, including any transactions resulting from any Rover Election, the Merger Agreement, the Related Transaction Agreements or the Ancillary Agreements and excluding the making of the Election (as defined hereinTaxes resulting from which shall be borne solely by Newquay)), (iii) arising from or attributable to any breach by Buyer of any of its covenants or agreements in Section 6.4 (relating to the Election), (clauses (i) – (iii) hereinafter referred to as the “Post-Closing Taxes”), and (iv) fifty (50) percent of all Conveyance Taxes; provided, however, that under this Section 6.1(b), Buyer shall not be responsible for, or hold CBNA and its Affiliates harmless against, any Tax for which CBNA or any of its Affiliates is liable under this Agreement (including, Section 6.1(a)), the Merger Agreement, the Related Transaction Agreements or any Ancillary Agreements.

Allocation of Taxes and Indemnification. (a) From Except as provided in Sections 8.8 and 8.11(b), from and after the ClosingClosing Date, CBNA Parent shall indemnifybe responsible for, defend, save and shall indemnify and hold Purchaser and its Affiliates (which, for purposes of this Article VIII, shall include the Acquired Subsidiaries) harmless the Buyer Indemnified Parties from and against: against (i) any liability for Taxes, Taxes imposed on or with respect to the Company or any Subsidiary of the Company, Acquired Subsidiaries or for which the Company or any Subsidiary of the Company may otherwise be liable, Joint Ventures for any taxable period ending on or before the Closing Date Date, and for the portion of any Straddle Period (as defined herein) ending on and including the Closing Date (a “"Pre-Closing Tax Period”"), (ii) with respect to the Applicable Argentina Subsidiaries, 50% of any liability Taxes relating to pesification and any related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period; (iii) 50% of the excess of Taxes imposed on the Company Acquired Subsidiaries and the applicable Seller by any United States state or any Subsidiary local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Company, or for which the Company or any Subsidiary Code but rather characterizes such Elections as qualifying under section 338(g) of the Company may otherwise be liable, as a result Code over the amount of being or having Taxes that would have been a member of a Company Group imposed on such Seller had the Election been treated by such jurisdiction in the manner provided under section 338(h)(10); (including, Taxes for which the Company or any Subsidiary of the Company may be liable pursuant to Treas. Reg. §1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and iv) any Taxes resulting from the Company or imposed on any Subsidiary of the Company ceasing to be a member of any Company Groupaffiliated group, within the meaning of section 1504(a) of the Code with which the Acquired Subsidiaries or the Joint Ventures file or have filed a Tax Return on a consolidated, unitary, affiliated or combined basis prior to the Closing Date, (v) with respect to any claim by Purchaser brought prior to the expiration of the survival period provided in Section 8.6(b), any Taxes and reasonable external advisory and technology service fees and other reasonable external expenses (but only to the extent Purchaser, in good faith, uses all internal resources before incurring such external fees and expenses) attributable to, arising from or related to the failure of any Annuity Contract, Life Insurance Contract or other tax favored product issued, assumed, exchanged, modified, sold or marketed by any of the Acquired Subsidiaries to comply with applicable Tax Law, including all such Taxes, fees and expenses incurred to correct any such problems related thereto, to amend, create substitute forms or that are incurred in connection with taking any other actions necessary to cause such products to comply with applicable Tax Law, provided, however, that this Section 8.1(a)(v) shall not cover products with respect to which the issue relating to noncompliance did not exist as of the Closing Date or that are noncompliant due to (A) changes in (1) Tax Law or (2) published Internal Revenue Service interpretations thereof, in either case, occurring after the Closing Date or (B) any actions taken by Purchaser or its Affiliates after the Closing Date; (vi) all Taxes for all taxable periods or portions thereof ending on or before the expiration of the survival period provided in Section 8.6 (and, solely with respect to the representations contained in Section 4.18(w), (iiix) and (y), any reduction in, or loss of, net Tax Benefits, calculated on a net present value basis using the principles of Section 8.11(a)) that result from, arise out of or are based upon an inaccuracy or breach of the representations and warranties provided under Section 4.18 (without regard to the knowledge qualifier in the representations contained in Section 4.18(w), (x) and (y) only) or the covenants and agreements relating to Taxes as provided in Sections 2.4, 3.3, 6.1 and Articles VIII and X; (vii) any liability for Taxes (other than Conveyance Taxes) incurredresulting from or attributable to: (A) any of the transactions contemplated by Section 6.14, resulting from, arising out of or related to (B) any transactions contemplated by this Agreement, the Merger Agreement, the Related Transaction Agreements, or the Ancillary Agreements Agreement that are required to occur on or prior to the Closing Date, Date and (ivC) any liability for Taxes incurred, resulting from, arising out actions that are undertaken by or at the direction of or related to for the CBNA Transaction benefit of Parent or the FFELP Transaction, (v) Sellers or any liability for Section 338 Taxes Affiliates thereof (clauses (i) – - (vvii) hereinafter referred to as the “"Pre-Closing Taxes”), ") and (viviii) fifty (50) percent % of all Conveyance Taxes; provided, however, that Pre-Closing Taxes (x) shall be net of any specific accruals and reserves specifically established for any such Tax or expense covered in Section 8.1(a)(v) to the extent reflected on the Closing Date Balance Sheet (not including any amounts of Deferred Taxes reflected on such balance sheet) but only to the extent Purchaser or the Acquired Subsidiaries have not pursuant to Section 8.1(g)(ix) or 8.8 made a payment relating to such accrual or reserve, provided, further, that Parent shall not be liable under this Section 8.1(a) until the aggregate amount of Parent's indemnification obligation under this Section 8.1(a) is greater than $100,000 after taking into account subclause (x) above, at which point Parent shall be liable for the full amount of such indemnification obligation. Notwithstanding any provision to the contrary, this Section 8.1 shall not be interpreted in a manner that would require Parent to indemnify Purchaser and its Affiliates for any (1) reduction of the amount of the Tax Attributes of the Applicable Argentina Subsidiaries and (2) Third Party Claims other than claims for Taxes. (b) Except as provided in Section 6.1(aSections 8.1(a) and 8.11(b), from and after the ClosingClosing Date, Buyer Purchaser shall be responsible for, and shall hold CBNA Parent and its Affiliates harmless against, any Taxes imposed on the Company or any Subsidiary of Acquired Subsidiaries and the Company Joint Ventures (i) for all taxable periods beginning after the Closing Date or the portion portions of the Straddle Period beginning after the Closing Date (each such period, a “"Post-Closing Tax Period”"), (ii) that are attributable to any action of Buyer Purchaser or any of its Affiliates that occurs after the Closing on the Closing Date (excluding other than actions contemplated by this AgreementAgreement or that are undertaken at the direction of or for the benefit of Parent or Sellers, the Merger Agreement, the Related Transaction Agreements or the Ancillary Agreements and excluding including the making of the Election (as defined herein)Elections), (iii) arising from 50% of the excess of Taxes imposed on the Acquired Subsidiaries and the applicable Seller by any United States state or attributable local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Code but rather characterize such Elections as qualifying under section 338(g) of the Code over the amount of Taxes that would have been imposed on such Seller had the Election been treated by such jurisdiction in the manner provided under section 338(h)(10), and (iv) with respect to any breach by Buyer the Applicable Argentina Subsidiaries, 50% of any of its covenants or agreements in Section 6.4 (Taxes relating to the Election), pesification and any related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period (clauses (i) – - (iiiiv) hereinafter referred to as the “"Post-Closing Taxes”"), and (ivv) fifty (50) percent % of all Conveyance Taxes; provided, however, that under this Section 6.1(b), Buyer shall not be responsible for, or hold CBNA and its Affiliates harmless against, any Tax for which CBNA or any of its Affiliates is liable under this Agreement (including, Section 6.1(a)), the Merger Agreement, the Related Transaction Agreements or any Ancillary Agreements.