Common use of Tax Credits Clause in Contracts

Tax Credits. Each Lender represents and warrants that each such form supplied by it to the Administrative Agent and, as the case may be, the Borrower pursuant to this Section 4.11, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments to or for the account of a new lending office for such Lender, existing on the date such Lender designated such new lending office with respect to such payments or the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereof, shall promptly reimburse the Borrower for such amount as such Lender shall reasonably determine to be the proportion of the Tax Credit as will leave such Lender (after such reimbursement) in no better or worse position than it would have been if the Tax Payment had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonably, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit).

Tax Credits. Each Lender represents The Parties agree that the neither the Contract Price nor the Test Energy Rate are subject to adjustment or amendment if Seller fails to receive any Tax Credits, or if any Tax Credits expire, are repealed or otherwise cease to apply to Seller or the Facility in whole or in part, or Seller or its investors are unable to benefit from any Tax Credits. Except as otherwise provided herein, Seller shall bear all risks, financial and warrants that each such form supplied by it otherwise, throughout the Contract Term, associated with Seller’s or the Facility’s eligibility to receive Tax Credits or to qualify for accelerated depreciation for Seller’s accounting, reporting or Tax purposes. The 28 Applicable if the Facility includes a Storage Facility. obligations of the Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller’s obligation to deliver Facility Energy and Product, shall be effective regardless of whether the sale of Facility Energy is eligible for, or receives Tax Credits during the Contract Term. (a) Buyer as Scheduling Coordinator for the Facility. Upon Initial Synchronization of the Facility to the Administrative Agent andCAISO Grid, as Buyer shall be the case may be, Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the Borrower pursuant to this Section 4.11, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments to or CAISO for the account of a new lending office Facility for such Lender, existing on both the date such Lender designated such new lending office with respect to such payments or delivery and the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereofFacility Energy, shall promptly reimburse and if applicable, the Borrower for such amount as such Lender shall reasonably determine Test Energy, at the Delivery Point. At least thirty (30) days prior to be the proportion Initial Synchronization of the Tax Credit Facility to the CAISO Grid, (i) Seller shall take all actions and execute and deliver to Buyer and the CAISO all documents necessary to authorize or designate Buyer (or Buyer’s designee) as will leave such Lender the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid, and (ii) Buyer shall, and shall cause its designee to, take all actions and execute and deliver to Seller and the CAISO all documents necessary to authorize or designate Buyer or its designee as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid. On and after such reimbursementInitial Synchronization of the Facility to the CAISO Grid, Seller shall not authorize or designate any other party to act as the Facility’s Scheduling Coordinator, nor shall Seller perform for its own benefit the duties of Scheduling Coordinator, and Seller shall not revoke Buyer’s authorization to act as the Facility’s Scheduling Coordinator unless agreed to by Buyer. Buyer (as the Facility’s SC) shall submit Schedules to the CAISO in no better accordance with this Agreement and the applicable CAISO Tariff, protocols and Scheduling practices for Product on a day-ahead, hour-ahead, fifteen-minute market or worse position than it would have been if the Tax Payment had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonablyreal time basis, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit)Buyer.

Tax Credits. Each Lender represents and warrants that each such form supplied by it to the Administrative Agent and, as the case may be, the Borrower pursuant to this Section 4.11If any Tax Indemnitee shall receive a credit or refund from a taxing authority with respect to, and not superseded by another form supplied by itactually resulting from, is an amount of Indemnified Taxes or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments Other Taxes actually paid to or for the account on behalf of a new lending office such Tax Indemnitee by Borrower, which credit or refund would not arise but for such Lender, existing on the date such Lender designated such new lending office with respect to such payments Indemnified Taxes or the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment Other Taxes (a "Tax Credit") and ), such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt Indemnitee shall promptly notify Borrower of such Tax Credit. If such Tax Credit or actual receipt is received by such Tax Indemnitee in the form of the benefits thereofcash, such Tax Indemnitee shall promptly reimburse pay to Borrower the Borrower for such amount as such Lender shall reasonably determine to be the proportion of the Tax Credit as will leave such Lender (after such reimbursement) in no better or worse position than it would have been if the Tax Payment had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonably, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than so received with respect to the Tax Credit). If such Tax Credit is not received by such Tax Indemnitee in the form of cash, such Tax Indemnitee shall pay the amount of such Tax Credit to Borrower in cash not later than the time prescribed by applicable law for filing the return (including extensions of time) for such Tax Indemnitee's taxable period that includes the period in which such Tax Indemnitee receives the economic benefit of such Tax Credit. In any event, the amount of any Tax Credit payable by a Tax Indemnitee to Borrower pursuant to this Section 2.8(g) shall not exceed the actual amount of cash refunded to, or credits received and usable by, such Tax Indemnitee from a taxing authority. In determining the amount of any Tax Credit, a Tax Indemnitee shall use such apportionment and attribution rules as such Tax Indemnitee customarily employs in allocating taxes among its various operations and income sources, and such determination shall be conclusive absent manifest error. Borrower shall promptly return to a Tax Indemnitee the amount paid to Borrower with respect to a Tax Credit by such Tax Indemnitee if such Tax Indemnitee is required to repay, or is determined to be ineligible for, a Tax Credit for such amount.

Tax Credits. Each Lender represents The Parties agree that the neither the Contract Price nor the Test Energy Rate are subject to adjustment or amendment if Seller fails to receive any Tax Credits, or if any Tax Credits expire, are repealed or otherwise cease to apply to Seller or the Facility in whole or in part, or Seller or its investors are unable to benefit from any Tax Credits. Except as otherwise provided herein, Seller shall bear all risks, financial and warrants that each such form supplied by it otherwise, throughout the Contract Term, associated with Seller’s or the Facility’s eligibility to receive Tax Credits or to qualify for accelerated depreciation for Seller’s accounting, reporting or Tax purposes. The obligations of the Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller’s obligation to deliver Facility Energy and Product, shall be effective regardless of whether the sale of Facility Energy is eligible for, or receives Tax Credits during the Contract Term. (a) Buyer as Scheduling Coordinator for the Facility. Upon Initial Synchronization of the Facility to the Administrative Agent andCAISO Grid, as Buyer shall be the case may be, Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the Borrower pursuant to this Section 4.11, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments to or CAISO for the account of a new lending office Facility for such Lender, existing on both the date such Lender designated such new lending office with respect to such payments or delivery and the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereofFacility Energy, shall promptly reimburse and if applicable, the Borrower for such amount as such Lender shall reasonably determine Test Energy, at the Delivery Point. At least thirty (30) days prior to be the proportion Initial Synchronization of the Tax Credit Facility to the CAISO Grid, (i) Seller shall take all actions and execute and deliver to Buyer and the CAISO all documents necessary to authorize or designate Buyer (or Buyer’s designee) as will leave such Lender the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid, and (ii) Buyer shall, and shall cause its designee to, take all actions and execute and deliver to Seller and the CAISO all documents necessary to authorize or designate Buyer or its designee as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid. On and after such reimbursementInitial Synchronization of the Facility to the CAISO Grid, Seller shall not authorize or designate any other party to act as the Facility’s Scheduling Coordinator, nor shall Seller perform for its own benefit the duties of Scheduling Coordinator, and Seller shall not revoke Buyer’s authorization to act as the Facility’s Scheduling Coordinator unless agreed to by Buyer. Buyer (as the Facility’s SC) shall submit Schedules to the CAISO in no better accordance with this Agreement and the applicable CAISO Tariff, protocols and Scheduling practices for Product on a day-ahead, hour-ahead, fifteen-minute market or worse position than it would have been if the Tax Payment had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonablyreal time basis, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit)Buyer.

Tax Credits. Each Lender represents and warrants that each such form supplied by it to the Administrative Agent and, as the case may be, the Borrower pursuant to this Section 4.11If any Tax Indemnitee shall receive a credit or refund from a taxing authority with respect to, and not superseded by another form supplied by itactually resulting from, is an amount of Indemnified Taxes or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments Other Taxes actually paid to or for the account of a new lending office for such Lender, existing on the date such Lender designated such new lending office with respect to such payments or the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt behalf of such Tax Credit Indemnitee by Borrower, which credit or actual receipt of the benefits thereofrefund would not arise but for such Indemnified Taxes or Other Taxes (a “Tax Credit”), such Tax Indemnitee shall promptly reimburse the notify Borrower for of such amount as Tax Credit. If such Lender shall reasonably determine to be the proportion of the Tax Credit as will leave is received by such Lender (after Tax Indemnitee in the form of cash, such reimbursement) in no better or worse position than it would have been if Tax Indemnitee shall promptly pay to Borrower the Tax Payment had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonably, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than so received with respect to the Tax Credit). If such Tax Credit is not received by such Tax Indemnitee in the form of cash, such Tax Indemnitee shall pay the amount of such Tax Credit to Borrower in cash not later than the time prescribed by applicable law for filing the return (including extensions of time) for such Tax Indemnitee’s taxable period that includes the period in which such Tax Indemnitee receives the economic benefit of such Tax Credit. In any event, the amount of any Tax Credit payable by a Tax Indemnitee to Borrower pursuant to this Section 2.8(g) shall not exceed the actual amount of cash refunded to, or credits received and usable by, such Tax Indemnitee from a taxing authority. In determining the amount of any Tax Credit, a Tax Indemnitee shall use such apportionment and attribution rules as such Tax Indemnitee customarily employs in allocating taxes among its various operations and income sources, and such determination shall be conclusive absent manifest error. Borrower shall promptly return to a Tax Indemnitee the amount paid to Borrower with respect to a Tax Credit by such Tax Indemnitee if such Tax Indemnitee is required to repay, or is determined to be ineligible for, a Tax Credit for such amount.

Tax Credits. Each Lender represents and warrants that each such form supplied by it to the Administrative Agent and, as the case may be, the Borrower pursuant to this Section 4.114.12, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments to or for the account of a new lending office for such Lender, existing on the date such Lender designated such new lending office with respect to such payments or the related Loans. If the Borrower pays any additional amount under this Section 4.11 4.12 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereof, shall promptly reimburse the Borrower for such amount as such Lender shall reasonably determine to be the proportion of the Tax Credit as will leave such Lender (after such reimbursement) in no better or worse position than it would have been if the Tax Payment had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonably, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit).

Tax Credits. Each Lender represents and warrants that each such form supplied (a) If, following a payment by it to the Administrative Agent and, as the case may be, the Borrower pursuant to this Section 4.11, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments to or for the account of a new lending office for such Lender, existing on the date such Lender designated such new lending office with respect to such payments or the related Loans. If the Borrower pays any additional amount under this Section 4.11 Clause 9.1 (a "Tax gross-up) or any amount under Clause 25.2 (Tax Indemnity) (“Tax Payment"”), a Senior Lender (other than ADB and JBIC) and any Lender has determined that it has received or Affiliate thereof effectively obtains has been granted a refund or credit against tax or remission for any Taxes (“Tax Credit”) payable by reason it or relating to an amount in respect of which the Borrower has made a Tax Payment and that Senior Lender has obtained, utilised and retained a Tax Credit, the Senior Lender will, subject to the Borrower having made the Tax Payment and to the extent that the Senior Lender can do so in its sole opinion without prejudicing the retention of the amount of the Tax Payment (a "Tax Credit") Credit and such Lender without prejudice to the right of such Affiliate identifies the Tax Credit as being attributable Senior Lender to obtain any other benefit, relief or allowance which may be available to it, reimburse to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereof, shall promptly reimburse the Borrower for such amount as such Lender the Senior Lender, in its discretion, shall reasonably determine certify to be the proportion of the Tax Credit such credit or remission (if any) as will leave such the Senior Lender (after such reimbursement) in no better or worse position than it would have been if in had the relevant Tax Payment had not been required and such made. (b) Any determination made by a Senior Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender under paragraph (a) above shall be required to make any such conclusive absent manifest error. (c) Any reimbursement or cooperate with the Borrower if it reasonably, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit due under paragraph (a) above shall be made within thirty (30) days of the date on which the Senior Lender certified the amount of the credit or remission. If any applicable credit or remission is withdrawn or required to be repaid by any Senior Lender, the Borrower shall, on request, promptly refund any payment made under paragraph (a) above. (d) Nothing in a manner, order and amount as such paragraph (a) above shall: (i) require any Senior Lender determines in its sole discretion. Except to disclose to the extent necessary for the Borrower to evaluate any details of its Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations computations; (ii) interfere with the right of any Senior Lender to the Borrowerarrange its Tax affairs in whatever manner it thinks fit; or (iii) require any Senior Lender to claim relief in respect of any payment under Clause 9.1 (Tax gross-up) in priority to any other reliefs, it being understood and agreed that in no event shall any Lender be required claims or credits available to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit)it.

Tax Credits. Each (i) the Facility Agent or any Lender represents and warrants in its sole opinion determines that each such form supplied it has obtained the benefit of, or without being in any way obliged so to do utilizes, any credit against tax or actually receives any repayment of tax, which credit or repayment is referable to any additional amount paid by it to the Administrative Agent and, as the case may be, the Borrower pursuant to this Section 4.11, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments to or for the account of a new lending office for the Facility Agent or such Lender, existing on as appropriate, pursuant to the date provisions of Clause 8.01; and (ii) the Facility Agent or such Lender designated such new lending office with respect to such payments or in its sole opinion determines that the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason aggregate of the Tax Payment (a "Tax Credit") net amount of the credit or repayment and such Lender of such Affiliate identifies the Tax Credit as being attributable to net amount received by the Tax Payment, then Facility Agent or such Lender, as appropriate, (in each case after actual receipt deducting any applicable tax) exceeds the amount which would have been received by the Facility Agent or such Lender, as appropriate, if no such deduction or withholding had been made or been required to be made, then the Facility Agent or such Lender, as appropriate, shall, to the extent that it can do so without prejudice to the retention of the amount of such Tax Credit credit or actual receipt repayment and provided that no Event of Default shall have occurred and be continuing and that the benefits thereofFacility Agent or such Lender, as appropriate, shall promptly reimburse the Borrower for such amount as such Lender shall reasonably determine to not thereby be the proportion of the Tax Credit as will leave such Lender (after such reimbursement) in no better or worse a less favorable position than it would have been in if the Tax Payment Borrower had not been required and compelled to pay any such Lender agrees additional amount pursuant to reasonably cooperate the provisions of Clause 8.01, pay to the Borrower such amount as the Facility Agent or such Lender, as appropriate, shall in its sole assessment have determined to be attributable to the relevant deduction, withholding or payment. Nothing herein contained shall interfere with the Borrower if right of the Borrower elects Facility Agent or such Lender, as appropriate, to pursue a refund; providedarrange its tax affairs in whatever manner it thinks fit and, howeverin particular, that no neither the Facility Agent nor any Lender shall be required under any obligation to make claim credit, relief, remission or repayment from or against its corporate profits or similar tax liability in respect of the amount of such deduction, withholding or payment in priority to any such reimbursement other claims, reliefs, credits or cooperate with deductions available to it. Nothing herein shall be construed to give the Borrower if it reasonablyany right of access to, as determined in such Lender's sole discretionor inspection of, believes that the making of such reimbursement books or cooperating with the Borrower would cause it to lose the benefit tax returns of the Tax Credit Facility Agent or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit)Lender.

Tax Credits. Each Lender represents and warrants that each such form supplied by it to the Administrative Agent and, as the case may be, the Borrower pursuant to this Section 4.11, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees The Parties agree that the Borrower neither the Renewable Rate nor the Storage Rate are subject to adjustment or amendment if Seller fails to receive any Tax Credits, or if any Tax Credits expire, are repealed or otherwise cease to apply to Seller or the Facility in whole or in part, or Seller or its investors are unable to benefit from any Tax Credits. Seller shall not bear all risks, financial and otherwise, throughout the Contract Term, associated with Seller’s or the Facility’s eligibility to receive Tax Credits or to qualify for accelerated depreciation for Seller’s accounting, reporting or Tax purposes. The obligations of the Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller’s obligation to deliver Facility Energy and Product, shall be required to indemnify such Lender effective regardless of whether construction of the Facility (or pay any additional amounts to such Lender in respect portion thereof) or the sale of any United States Federal withholding tax existing Facility Energy is eligible for, or receives Tax Credits during the Contract Term. (a) Buyer as Scheduling Coordinator for the Facility. Beginning on the date such Lender became Commercial Operation Date, Buyer shall be the Scheduling Coordinator or designate a Lender hereunder, or qualified third party to provide Scheduling Coordinator services with respect to payments to or the CAISO for the account of a new lending office Facility for such Lender, existing on the date such Lender designated such new lending office with respect to such payments or delivery and the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereof, shall promptly reimburse Product at the Borrower for such amount as such Lender shall reasonably determine Delivery Point. At least thirty (30) days prior to be the proportion Commercial Operation Date of the Tax Credit Facility, (i) Seller shall take all actions and execute and deliver to Buyer and the CAISO all documents necessary to authorize or designate Buyer (or Xxxxx’s designee) as will leave such Lender the Scheduling Coordinator for the Facility effective as of the Commercial Operation Date, and (ii) Buyer shall, and shall cause its designee to, take all actions and execute and deliver to Seller and the CAISO all documents necessary to authorize or designate Buyer or its designee as the Scheduling Coordinator for the Facility effective as of the Commercial Operation Date. On and after such reimbursementthe Commercial Operation Date, Seller shall not authorize or designate any other party to act as the Facility’s Scheduling Coordinator, nor shall Seller perform for its own benefit the duties of Scheduling Coordinator, and Seller shall not revoke Buyer’s authorization to act as the Facility’s Scheduling Coordinator unless agreed to by Buyer. Buyer (as the Facility’s SC) shall submit bids to the CAISO in no better accordance with this Agreement and the applicable CAISO Tariff, protocols and Scheduling practices for Product on a day-ahead, hour-ahead, fifteen-minute market, real-time or worse position than it would have been if other market basis that may develop after the Tax Payment had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonablyEffective Date, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit)Buyer.

Tax Credits. Each Lender represents The Parties agree that the neither the Contract Price nor the Test Energy Rate are subject to adjustment or amendment if Seller fails to receive any Tax Credits, or if any Tax Credits expire, are repealed or otherwise cease to apply to Seller or the Facility in whole or in part, or Seller or its investors are unable to benefit from any Tax Credits. Except as otherwise provided herein, Seller shall bear all risks, financial and warrants that each such form supplied by it otherwise, throughout the Contract Term, associated with Seller’s or the Facility’s eligibility to receive Tax Credits or to qualify for accelerated depreciation for Seller’s accounting, reporting or Tax purposes. The obligations of the Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller’s obligation to deliver Facility Energy and Product, shall be effective regardless of whether the sale of Facility Energy is eligible for, or receives Tax Credits during the Contract Term. EXHIBIT D: SCHEDULING COORDINATOR RESPONSIBILITIES Buyer as Scheduling Coordinator for the Facility. Upon Initial Synchronization of the Facility to the Administrative Agent andCAISO Grid, as Buyer shall be the case may be, Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the Borrower pursuant to this Section 4.11, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments to or CAISO for the account of a new lending office Facility for such Lender, existing on both the date such Lender designated such new lending office with respect to such payments or delivery and the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereofFacility Energy, shall promptly reimburse and if applicable, the Borrower for such amount as such Lender shall reasonably determine Test Energy, at the Delivery Point. At least thirty (30) days prior to be the proportion Initial Synchronization of the Tax Credit Facility to the CAISO Grid, (i) Seller shall take all actions and execute and deliver to Buyer and the CAISO all documents necessary to authorize or designate Buyer (or Buyer’s designee) as will leave such Lender the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid, and (ii) Buyer shall, and shall cause its designee to, take all actions and execute and deliver to Seller and the CAISO all documents necessary to authorize or designate Buyer or its designee as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid. On and after such reimbursementInitial Synchronization of the Facility to the CAISO Grid, Seller shall not authorize or designate any other party to act as the Facility’s Scheduling Coordinator, nor shall Seller perform for its own benefit the duties of Scheduling Coordinator, and Seller shall not revoke Buyer’s authorization to act as the Facility’s Scheduling Coordinator unless agreed to by Buyer. Buyer (as the Facility’s SC) shall submit Schedules to the CAISO in no better accordance with this Agreement and the applicable CAISO Tariff, protocols and Scheduling practices for Product on a day-ahead, hour-ahead, fifteen-minute market or worse position than it would have been if the Tax Payment had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonablyreal time basis, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit)Buyer.

Tax Credits. Each Lender represents 6.1 The Parties agree that the price of the Product as provided for in Section 4 (Price of Products) and warrants that each as specified in Exhibits 2A and 2B accounts for state, local and/or Federal production tax credit[s] and or investment tax credit[s] specific to investments in renewable energy production and delivery facilities (if any) ("Tax Credit[s]") in effect as of the Effective Date of this Agreement. If, in any year, Supplier or its investors receive any quantifiable benefit as a result of the availability or enactment of additional Tax Credit[s] at any time, or the extension of deadlines for the expiration of existing Tax Credit[s] at any time, then Supplier shall pay to Buyer the quantifiable benefit received by Supplier or its investors of such form supplied additional or extended Tax Credit[s]. Whether any such new or extended Tax Credit will have such a quantifiable benefit in any year will be determined by it the Supplier's independent, third-party auditor or, if Supplier's auditor refuses or is unable to the Administrative Agent andmake such determination, as the case may be, the Borrower pursuant to this Section 4.11, and not superseded by another form supplied auditor jointly selected by itthe Parties, is or will bewithin 120 days of the end of such year, as the case may be, complete and accurate. Each Lender further agrees that the Borrower which auditor shall not be required the then current auditor of either party. This determination will be based upon the availability of credits for Product sales made under this Agreement or Supplier and its investors' ability to indemnify use Tax Credits over such Lender year. Based on this analysis, such a quantifiable benefit, if any, will be certified to Buyer by an officer of Supplier in a report that summarizes the reasons for the auditor's conclusions as to why such Tax Credits will or pay any additional amounts will not have a quantifiable benefit. Buyer shall have the right to review and approve such Lender in respect report which approval shall not be unreasonably withheld. If Buyer does not approve Supplier's report, then the quantifiable benefit will be determined through the dispute resolution provisions of Section 22 (Disputes) below. Supplier shall make payment of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments to or for the account of a new lending office for such Lender, existing on the date such Lender designated such new lending office with respect to such payments or the related Loans. If the Borrower pays any additional amount due under this Section 4.11 in 12 equal monthly installments (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason together with interest on such amount from the end of the applicable calendar year at the rate calculated in Section 9.3 (Overdue Amounts and Refunds)), the first installment of which shall be due within 30 days after Buyer's approval of the certified report referred to above (or as otherwise determined through the dispute resolution provisions if such report is not approved by Buyer). Supplier shall apply for any Tax Payment (a "Credit[s] which might be available to Supplier or the Generating Facility from any Governmental Authority. 6.2 Supplier and Buyer agree that the Product Rates set forth in Exhibit 2A and Exhibit 2B are not subject to adjustment or amendment if Supplier fails to receive any Tax Credits, or if such Tax Credits expire, are repealed or otherwise cease to apply to the Supplier or the Generating Facility in whole or in part, or Supplier or its investors are unable to benefit from such Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereof, shall promptly reimburse the Borrower for such amount as such Lender shall reasonably determine to be the proportion of the Tax Credit as will leave such Lender (after such reimbursement) in no better or worse position than it would have been if the Tax Payment had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonably, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit).

Tax Credits. Each Lender represents and warrants that each such form supplied (a) If, following the imposition of any Tax (an Applicable Tax) on any payment by it to the Administrative Agent and, as the case may be, the Borrower pursuant to this Section 4.11, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees that in consequence of which the Borrower shall not be is required under Subclause ‎9.1 (Tax Gross-up) to indemnify such Lender or pay any additional amounts amount in respect of Tax to such a Qualifying Lender, that Qualifying Lender based on a common interpretation of any relevant laws or regulations and acting in good faith) receives or is granted a credit against or remission for or deduction from or in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunderApplicable Tax payable by it, or with obtains any other relief in respect of any Tax on its profit or income, which in that Qualifying Lender's opinion in good faith is both identifiable and quantifiable by it (any of the foregoing, to payments the extent so identifiable and quantifiable, being referred to as a saving), that Qualifying Lender shall, to the extent that it can do so without prejudice to its right to the relevant saving and subject to the Borrower's obligation to repay the amount to that Qualifying Lender if the relevant saving is subsequently disallowed or for the account cancelled (which repayment shall be made promptly on receipt of a new lending office for such Lender, existing on the date such Lender designated such new lending office with respect to such payments or the related Loans. If notice by the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies disallowance or cancellation), reimburse the Tax Credit Borrower as being attributable to the Tax Payment, then such Lender, soon as reasonably practicable after actual receipt of such Tax Credit or actual receipt of the benefits thereof, shall promptly reimburse the Borrower for saving by that Qualifying Lender with such amount as such that Qualifying Lender shall reasonably determine in its sole opinion but in good faith have concluded to be the proportion lower of (i) the amount or value of the Tax Credit relevant saving; and (ii) such amount as will leave such Lender (it, after such reimbursement) that reimbursement in no better or worse the same after-tax position than as it would have been if the Tax Payment additional amount had not been required and such Lender agrees to reasonably cooperate due. (b) Nothing contained in this Agreement shall interfere with the Borrower if the Borrower elects right of a Qualifying Lender to pursue a refund; providedarrange its Tax and other affairs in whatever manner it thinks fit and, howeverin particular, that no Qualifying Lender shall be required under any obligation to make claim relief from Tax on its corporate profits, or from any such reimbursement or cooperate with the Borrower if it reasonablysimilar Tax liability, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit respect of the Tax Credit Applicable Tax, or would adversely affect to claim relief in priority to any other respect claims, relief, credits or deductions available to it (but shall act reasonably in deciding whether to claim such relief) or to disclose details of its tax positionTax affairs. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no A Qualifying Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender not be required to disclose any information regarding its tax position that it deems to be considers confidential (other than with respect relating to the Tax Credit)organisation of its affairs.

Tax Credits. Each If any Borrower makes a payment under Clause 8.2 (Tax Gross-Up) or under any other tax indemnity provision of this Agreement and a Lender represents and warrants determines in its absolute discretion that each such form supplied it has received or been granted a credit against or relief or remission for, or repayment of, any Tax paid or payable by it to the Administrative Agent and, as the case may be, the Borrower pursuant to this Section 4.11, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal or which takes account of the deduction, withholding tax existing on the date or other matter giving rise to such payment, such Lender became a Lender hereundershall, to the extent it determines that it can do so without prejudice to the retention of the amount of such credit, relief, remission or with respect to payments to or for the account of a new lending office for such Lenderrepayment, existing on the date such Lender designated such new lending office with respect pay to such payments or the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereof, shall promptly reimburse the Borrower for such amount as such Lender shall reasonably determine have determined to be the proportion of the Tax Credit as attributable to such deduction or withholding or other matter and which will leave such Lender (after such reimbursementpayment) in a position which it determines to be no better or worse position than it would have been in if the Tax Payment such Borrower had not been required and to make such deduction or withholding or such other matter had not arisen. Nothing herein contained shall: 33.3.1 oblige such Lender agrees to reasonably cooperate claim any credit, relief, remission or repayment within any particular time; 33.3.2 interfere with the Borrower if right of such Lender to arrange its Tax or other affairs in whatever manner it thinks fit; 33.3.3 oblige such Lender to disclose any information relating to its Tax or other affairs or any computations in respect thereof; 33.3.4 require such Lender to do anything that it determines would or may prejudice its ability to benefit from any other credit, relief, remission or repayment to which it may be entitled; or 33.3.5 require such Lender to give any priority as to the Borrower elects order in which it allocates to pursue a refund; provided, however, that no Lender shall be required to make any person or class of persons any such reimbursement credit, relief, remission or cooperate with the Borrower if it reasonably, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit)repayment.

Tax Credits. Each Lender represents The Parties agree that the neither the Contract Price nor the Test Energy Rate are subject to adjustment or amendment if Seller fails to receive any Tax Credits, or if any Tax Credits expire, are repealed or otherwise cease to apply to Seller or the Facility in whole or in part, or Seller or its investors are unable to benefit from any Tax Credits. Except as otherwise provided herein, Seller shall bear all risks, financial and warrants that each such form supplied by it otherwise, throughout the Contract Term, associated with Seller’s or the Facility’s eligibility to receive Tax Credits or to qualify for accelerated depreciation for Seller’s accounting, reporting or Tax purposes. The 39 Applicable if the Facility includes a Storage Facility. obligations of the Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller’s obligation to deliver Facility Energy and Product, shall be effective regardless of whether the sale of Facility Energy is eligible for, or receives Tax Credits during the Contract Term. (a) Buyer as Scheduling Coordinator for the Facility. Upon Initial Synchronization of the Facility to the Administrative Agent andCAISO Grid, as Buyer shall be the case may be, Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the Borrower pursuant to this Section 4.11, and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required to indemnify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments to or CAISO for the account of a new lending office Facility for such Lender, existing on both the date such Lender designated such new lending office with respect to such payments or delivery and the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereofFacility Energy, shall promptly reimburse and if applicable, the Borrower for such amount as such Lender shall reasonably determine Test Energy, at the Delivery Point. At least thirty (30) days prior to be the proportion Initial Synchronization of the Tax Credit Facility to the CAISO Grid, (i) Seller shall take all actions and execute and deliver to Buyer and the CAISO all documents necessary to authorize or designate Buyer (or Buyer’s designee) as will leave such Lender the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid, and (ii) Buyer shall, and shall cause its designee to, take all actions and execute and deliver to Seller and the CAISO all documents necessary to authorize or designate Buyer or its designee as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid. On and after such reimbursementInitial Synchronization of the Facility to the CAISO Grid, Seller shall not authorize or designate any other party to act as the Facility’s Scheduling Coordinator, nor shall Seller perform for its own benefit the duties of Scheduling Coordinator, and Seller shall not revoke Buyer’s authorization to act as the Facility’s Scheduling Coordinator unless agreed to by Buyer. Buyer (as the Facility’s SC) shall submit Schedules to the CAISO in no better accordance with this Agreement and the applicable CAISO Tariff, protocols and Scheduling practices for Product on a day-ahead, hour-ahead, fifteen-minute market or worse position than it would have been if the Tax Payment had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonablyreal time basis, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit)Buyer.

Tax Credits. Each Lender represents If a Seller, any Servicer, the Master Servicer, the Parent or the Subordinated VLN Facility Provider pays any additional amount (an Additional Payment) under Clause 8.8 and warrants that each such form supplied by it to the Administrative Agent andMaster Purchaser, a Note Purchaser, the Security Trustee, a Noteholder or the Funding Agent, as the case may be, effectively obtains a refund of Tax or credit against Tax on its overall net income by reason of that Additional Payment (a Tax Credit) and the Borrower pursuant to this Section 4.11Master Purchaser, and not superseded by another form supplied by itthe relevant Note Purchaser, is the relevant Noteholder, the Security Trustee or will bethe Funding Agent, as the case may be, complete and accurate. Each Lender further agrees that the Borrower shall not be required is able to indemnify identify such Lender or pay any additional amounts to such Lender in respect of any United States Federal withholding tax existing on the date such Lender became a Lender hereunder, or with respect to payments to or for the account of a new lending office for such Lender, existing on the date such Lender designated such new lending office with respect to such payments or the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax such Additional Payment, then such Lenderthe Master Purchaser, after actual receipt of such Tax Credit the relevant Note Purchaser, the relevant Noteholder, the Security Trustee or actual receipt of the benefits thereofFunding Agent, as the case may be, shall promptly reimburse such Seller, such Servicer, the Borrower for Master Servicer, the Parent or such Subordinated VLN Facility Provider (as the case may be) such amount as such Lender the Master Purchaser, the relevant Note Purchaser, the relevant Noteholder, the Security Trustee or the Funding Agent, as the case may be, shall reasonably determine to be the proportion of the such Tax Credit as will leave such Lender (it, after such that reimbursement) , in no better or worse position than it would have been in if the Tax that Additional Payment had not been required and such Lender agrees required. The Master Purchaser, the relevant Note Purchaser, the relevant Noteholder, the Security Trustee or the Funding Agent, as the case may be, shall use reasonable efforts to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; providedclaim any Tax Credit and, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonablydoes so claim, shall have absolute discretion as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a mannerextent, order and amount as such Lender determines manner in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender which it does so but shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall circumstances be liable to any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to Seller, any Servicer, the Tax Credit)Master Servicer, the Parent or the Subordinated VLN Facility Provider for not doing so.

Tax Credits. Each If a Lender represents and warrants that each obtains the benefit of a credit against the liability thereof for federal income taxes imposed by any taxing authority for all or part of the Taxes as to which any Borrower has paid additional amounts as aforesaid, then such form supplied by it Lender shall pay an amount to the Administrative Agent andrelevant Borrower which such Lender determines, acting reasonably, will leave it (after such payment) in the same position as it would have been had the case may be, the Borrower pursuant to this Section 4.11, and Tax payment not superseded been made by another form supplied by it, is or will be, as the case may be, complete and accuratesuch Borrower. Each Lender further agrees that in the Borrower event that Taxes are imposed on account of the situs of its loans hereunder, such Lender, upon acquiring knowledge of such event, shall, if commercially reasonable and if, in the opinion of such Lender, it is not prejudicial to it, shift such loans on its books to another office of such Lender so as to avoid the imposition of such Taxes. Nothing contained in this clause shall in any way prejudice the right of the Lenders to arrange their tax affairs in such way as they, in their sole discretion, deem appropriate. In particular, a Lender shall not be required to indemnify obtain such tax credit, if this interferes with the way such Lender or normally deals with its tax affairs. 32 7.3 Exclusion of Gross-up for Taxes. None of the Borrowers shall be required to pay any additional amounts to or for the account of any Lender pursuant to Section 7.1 to the extent that: (a) the applicable Lender was not an original party to this Agreement and under applicable law (after taking into account relevant treaties and assuming that such Lender in respect of any United States Federal withholding tax existing has provided all forms it may legally and truthfully provide) on the date such Lender became a party to this Agreement withholding of Taxes would have been required on such payment, provided that this exclusion shall not apply to the extent such withholding does not exceed the withholding that would have been applicable if such payment had been made to the applicable Lender hereunder, was an original party to this Agreement; or with respect to payments to or for (b) the account of a new applicable Lender has changed its lending office for and under applicable law (after taking into account relevant treaties and assuming that such Lender, existing Lender has provided all forms it may legally and truthfully provide) on the date such Lender designated such new changed its lending office withholding of Taxes would have been required on such payment, provided, that this exclusion shall not apply to the extent such withholding does not exceed the withholding that would have been applicable to such payment and with respect to such payments or the related Loans. If the Borrower pays any additional amount under this Section 4.11 (a "Tax Payment") and any Lender or Affiliate thereof effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and which such Lender of such Affiliate identifies the Tax Credit as being attributable to the Tax Payment, then such Lender, after actual receipt of such Tax Credit or actual receipt of the benefits thereof, shall promptly reimburse the Borrower for such amount as such Lender shall reasonably determine to be the proportion of the Tax Credit as will leave such Lender (after such reimbursement) in no better or worse position than it would have been entitled to receive additional amounts pursuant to Section 7.1 hereof if the Tax Payment such Lender had not been required and such Lender agrees to reasonably cooperate with the Borrower if the Borrower elects to pursue a refund; provided, however, that no Lender shall be required to make any such reimbursement or cooperate with the Borrower if it reasonably, as determined in such Lender's sole discretion, believes that the making of such reimbursement or cooperating with the Borrower would cause it to lose the benefit of the Tax Credit or would adversely affect in any other respect changed its tax position. Subject to the terms hereof, any claim by a Lender for a Tax Credit shall be made in a manner, order and amount as such Lender determines in its sole discretion. Except to the extent necessary for the Borrower to evaluate any Tax Credit, no Lender shall be obligated to disclose information regarding its tax affairs or computations to the Borrower, it being understood and agreed that in no event shall any Lender be required to disclose information regarding its tax position that it deems to be confidential (other than with respect to the Tax Credit)lending office.