Common use of Tax Indemnity Clause in Contracts

Tax Indemnity. (a) The relevant Obligor shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence). (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) ten Business Days of written demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party reasonably determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)payment of an Obligor. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up); or (B) would have been be compensated for by an increased payment under Clause 19.2 16.2(c) (Tax gross-up) but was is not so actually compensated for solely because as a result of one of the exclusions in paragraph (dd)(ii) of Clause 19.2 16.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 16.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 14.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 14.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-gross up); or (B) would have been compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 16.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 16.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or; (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction; or (C) under the laws of Germany pursuant to section 49 paragraph 1 no. 5 lit. c) aa) German Income Tax Code (Einkommensteuergesetz) due to the fact that a Facility is secured (directly or indirectly) by real estate located in Germany (inländische Grundstücke) or domestic rights treated as real property under German Civil Law (inländische Rechte die den Vorschriften des Bürgerlichen Rechts über Grundstücke unterliegen), if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 16.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 16.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor UK Relevant Borrower shall (within five (5) three Business Days of demand by the AgentAdministrative Agent ) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Credit Document. (b) Paragraph (aSection 14.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Protected Party: (A) under the law of the jurisdiction in which that Finance Protected Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Protected Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Protected Party’s Permanent Establishment or Facility Office facility office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Protected Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 Section 14.2 (Tax gross-up); or; (B) would have been compensated for by an increased payment under Clause 19.2 Section 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (dSection 14.2(d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction deduction required to be made by a Protected Party. (c) A The Protected Party making, or intending to make a claim under paragraph (aSection 14.3(a) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the relevant ObligorUK Relevant Borrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A The Protected Party shall, on receiving a payment from an Obligor the UK Relevant Borrower under this Clause 19.3 Section 14.3, notify the Administrative Agent.

Tax Indemnity. (a) The relevant Obligor shall Borrower shall, to the extent permitted by the laws of the Republic of France, (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Party. (b) Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Finance Party: (Ai) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or. (iic) Paragraph (a) above shall not apply with respect to the extent a any loss, liability or cost: (A) cost which is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up); or (B) or would have been compensated for by an any increased payment under Clause 19.2 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 13.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (cd) A Protected Party making, or intending to make a claim under pursuant to paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claimBorrower. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 13.3, notify the Facility Agent.

Tax Indemnity. (ai) The relevant Obligor Credit Parties shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paidprocure payment) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)any Loan Document. (bii) Paragraph (ab)(i) above shall not apply: (iA) with respect to any Tax (i) assessed on a Finance Party: Lender under (Ax) under the law of the jurisdiction in which that Finance Party Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party Lender is treated as resident or engaged in a trade or business for tax purposes; or purposes or (By) under the law of the jurisdiction in which that Finance PartyLender’s Permanent Establishment or Facility Office facility office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is jurisdiction and (ii) imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxLender; orand (iiB) to the extent a loss, liability or cost: cost (Ai) is compensated for by an increased payment under Clause 19.2 Section 1.15(a) or (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-upSection 1.15(a) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-upSection 1.15(a)(iv) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (ciii) A Protected Party making, or intending to make make, a claim under paragraph (ai) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower Representative. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (eiv) A Protected Party shall, on receiving a payment from an Obligor a Credit Party under this Clause 19.3 Section 1.15(b), notify the Agent.

Tax Indemnity. (a) The relevant Obligor Except as provided in (b) below, the Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines (in its absolute discretion) has been or will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 14.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Parent shall (within five three (53) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Finance Party an amount equal to the loss, liability or cost which that Protected Finance Party determines (in its absolute discretion) will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Finance Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 19.2 12.1 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorParent. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant A Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.2, notify the Agent.

Tax Indemnity. (a) The relevant Obligor shall (within five (5) Within three Business Days of demand by the AgentIntercreditor Agent (on behalf of a Protected Party) an Obligor shall pay (or cause to be paid) to a such Protected Party an amount equal to the loss, liability or cost which that such Protected Party determines will shall be or has been (directly or indirectly) suffered for or on account of Tax by that such Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (aClause 10.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Secured Party: (A) under the law of the jurisdiction in which that Finance such Secured Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Secured Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance such Secured Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that such jurisdiction, if that such Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance such Secured Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 (Tax gross-up)10.2; or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) 10.2 but was not so compensated solely because one of the exclusions exclusion in paragraph (d) of Clause 19.2 (Tax gross-up10.2(d) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (aClause 10.3(a) above promptly shall promptly notify the Intercreditor Agent of the event which will that shall give, or has given, rise to the claim, following which the Intercreditor Agent shall notify the relevant each Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on On receiving a payment from an Obligor under this Clause 19.3 10.3, a Protected Party shall notify the Intercreditor Agent.

Tax Indemnity. (a) The relevant Each Obligor shall (shall, within five (5) 3 Business Days of demand by the Agent) , pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (aClause 17.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 (Tax gross-up)clause 17.2; or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) clause 17.2 but was not so compensated solely because one of the exclusions in paragraph (dclause 17.2(d) of Clause 19.2 (Tax gross-upor clause 17.2(l) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (aclause 17.3(a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, and will give details of the amount claimed following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 clause 17.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall within three (within five (53) Business Days of demand by the Agent) Facility Agent pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (aClause 14.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 19.2 clause 14.2 (Tax gross-up); or , clause 14.10 (BFATCA Deduction and gross-up by Obligor) or clause 14.11 (FATCA Deduction by a Finance Party) or would have been compensated for by an increased payment under Clause 19.2 clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 clause 14.2 (Tax gross-up) applied; or applied or the application of clause 33.2 (C) is compensated for by Clause 19.6 (Stamp taxes) (Conditions of assignment or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein appliedtransfer); or (Diii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (aclause 14.3(a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 clause 14.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor UK Borrower shall (within five (5) Business Days 10 days of demand by the Agenttherefor) pay (or cause to be paid) to a Protected Finance Party an amount equal to the loss, liability or cost which that Protected such Finance Party determines will be or has been (directly or indirectly) suffered by such Finance Party for or on account of any Tax imposed by that Protected Party any taxing authority of the United Kingdom in respect of a Finance Document UK Loan. Notwithstanding the foregoing, this (and for which it has provided, or will provide, documentary evidence). (biv) Paragraph (a) above shall not apply: (iA) with respect to any Tax assessed on a any Finance Party: (AI) under the law of the jurisdiction in which that such Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that such Finance Party is treated as resident or engaged in a trade or business for tax Tax purposes; or (BII) under the law of the jurisdiction in which that Finance Partysuch Lender’s Permanent Establishment or Facility Lending Office is located in respect of amounts received or receivable in that jurisdiction, ; if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that such Finance Party, including branch profits tax and minimum tax; or (iiB) to the extent a loss, liability or cost: (AI) is compensated for by an increased payment under Clause 19.2 (ii) (Tax grossGross-up), above; or (BII) would have been compensated for by an increased payment under Clause 19.2 (ii) (Tax gross-up) ), above, but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-upii)(D) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) . A Protected Finance Party making, or intending to make make, a claim under paragraph this (aiv) above shall promptly notify the UK Agent of the event which will give, or has given, rise to the claim, following which the UK Agent shall notify the relevant ObligorUK Borrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up); or; (B) would have been compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 14.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 14.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five three (53) Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of withholding Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance PartyLender: (A) under the law of the jurisdiction in which that Finance Party Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party Lender is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance PartyLender’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if in either case that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxLender; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax grossGross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax grossGross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax grossGross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under pursuant to paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 12.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Borrowers shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorBorrowers. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the PIK Facility Agent) pay (or cause to be paidprocure payment) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a PIK Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; orand (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 11.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (dg) or (i) of Clause 19.2 11.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under pursuant to paragraph (a) above shall promptly notify the PIK Facility Agent of the event which will give, or has given, rise to the claim, following which the PIK Facility Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Company under this Clause 19.3 11.3, notify the PIK Facility Agent.

Tax Indemnity. (a) The relevant Obligor Subject to Clause 15.5 (Stamp Taxes), the Borrower shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party reasonably determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Party. (b) Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Finance Party: (Ai) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under pursuant to paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 15.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Guarantor shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 19.2 11.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorGuarantor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 11.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)within 45 days from the date the Facility Agent makes written demand therefor. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 19.2 11.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 11.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Obligors shall (within five three (53) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines determines, will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up); or; (B) would have been compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 14.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a PartyParty under Clause 14.8 (FATCA Deduction). (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrowers, provided that nothing herein shall require such Protected Party to disclose any confidential information relating to the organisation of its affairs. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Obligors under this Clause 19.3 14.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 12.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Except as provided by paragraph (b) below, each Obligor shall (within five (5) 5 Business Days of demand by the Facility Agent) pay (or cause to be paid) to , indemnify a Protected Senior Finance Party an amount equal to the loss, liability or cost against any Tax Liability which that Protected Senior Finance Party (in its absolute discretion, acting reasonably and in good faith) determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Senior Finance Party in respect of a Senior Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on Liability of a Senior Finance PartyParty under the laws of the jurisdiction in which: (A) under the law of the jurisdiction in which that Senior Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Senior Finance Party is treated as resident or engaged in a trade or business for tax Tax purposes; or (B) under the law of the jurisdiction in which that Senior Finance Party’s Permanent Establishment or Facility Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the overall net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum deemed to be received or receivable) by that Senior Finance Party, including branch profits tax and minimum tax; or (ii) if and to the extent that a loss, liability or cost: (A) cost is compensated for by an increased or direct payment under pursuant to Clause 19.2 12.3(c) or (d) (Tax grossGross-up); or (BUp) or would have been so compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one or more of the exclusions contained in paragraph (df) of Clause 19.2 12.3 (Tax grossGross-upUp) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Senior Finance Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall will notify the relevant ObligorBidco. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant A Senior Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 paragraph (a) above notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Subject to paragraph (b) of this Clause 12.2 and Clause 15.1 (Mitigation), Avis Europe shall (within five (5) 10 Business Days of demand by the Facility Agent) pay (or cause to be paidprocure that the relevant Obligor pays) to a Protected Party an amount equal to the loss, loss or liability or cost which that Protected Party determines will be or has been suffered (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Senior Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed of a Protected Party which is Tax on a Finance Overall Net Income of that Protected Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or; (ii) with respect to the extent a loss, any loss or liability or cost: (A) which is compensated for by an increased payment under paragraph (c) of Clause 19.2 12.1 (Tax grossGross-up); or (B) or would have been so compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d), (e), (f) or (g) of Clause 19.2 12.1 (Tax grossGross-up) applied; or; (Ciii) to the extent of any loss or liability which is compensated for by Clause 19.6 (Stamp taxes) (attributable to the wilful breach or would have been so compensated for under gross negligence of that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Protected Party. (c) A Protected Party making, or intending to make make, a claim under pursuant to paragraph (a) above of this Clause 12.2 shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorCo-ordinator. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.2, notify the Facility Agent. (e) In this Clause 12.2: For the purpose of paragraph (a), any question of whether or not any relief, allowance, deduction, credit or right to repayment of tax has been lost or set off in relation to any person, and if so, the date on which that loss or set-off took place, shall be determined in good faith by that person.

Tax Indemnity. (a) The relevant Obligor shall (Except as provided below, the Company must, within five (5) Business Days of demand by the Facility Agent) pay (, indemnify a Finance Party against any loss or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Finance Party determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Protected Party in respect of relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall does not apply: (i) apply with respect to any Tax assessed on a Finance Party: (A) Party under the law laws of the jurisdiction in which which: (i) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivablereceivable by that Finance Party. However, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum payment deemed to be received or receivable) , including any amount treated as income but not actually received by that the Finance Party, including branch profits tax and minimum tax; orsuch as a Tax Deduction, will not be treated as net income received or receivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Clause 19.2 Subclause 11.2 (Tax gross-up); or; (Bii) would have been compensated for by an increased payment under Clause 19.2 Subclause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) that Subclause applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (Diii) relates to a FATCA Deduction required to be made by a Party. (cd) A Protected Finance Party making, or intending to make make, a claim under paragraph (a) above shall must promptly notify the Agent Company of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Finance Party shallmust, on receiving a payment from an Obligor the Company under this Clause 19.3 notify the Facility Agent.

Tax Indemnity. (a) The Company (or the relevant Obligor Obligor) shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) or by recalculation of interest pursuant to Clause 8.5 (Minimum interest); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) or by recalculation of interest pursuant to Clause 8.5 (Minimum interest) but was not so compensated solely because one of the exclusions in paragraph (d) or (e) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 13.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 13.3, notify the Agent.

Tax Indemnity. (ai) The relevant Obligor Credit Parties shall (within five (5) three Business Days of demand by the Administrative Agent) pay (or cause to be paidprocure payment) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)any Loan Document. (bii) Paragraph (ab)(i) above shall not apply: (iA) with respect to any Tax (i) assessed on a Finance Party: Lender (Ax) under the law of the jurisdiction in which that Finance Party Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party Lender is treated as resident or engaged in a trade or business for tax purposes; or purposes or (By) under the law of the jurisdiction in which that Finance PartyLender’s Permanent Establishment or Facility Office facility office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is jurisdiction and (ii) imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxLender; orand (iiB) to the extent a loss, liability or cost: cost (Ai) is compensated for by an increased payment under Clause 19.2 Section 1.16(a) or (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-upSection 1.16(a) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-upSection 1.16(a)(iv) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (ciii) A Protected Party making, or intending to make make, a claim under paragraph (ai) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the relevant ObligorBorrower Representative. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (eiv) A Protected Party shall, on receiving a payment from an Obligor a Credit Party under this Clause 19.3 Section 1.16(b), notify the Administrative Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located located, in respect of amounts received or receivable in that jurisdiction, ; if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up); or; (B) would have been compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up) but was not so compensated for solely because one of the exclusions in paragraph (d) of Clause 19.2 16.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 16.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Issuer (or, as applicable, Issuer 2) shall (within five (5) three Business Days of demand by the AgentTrustee) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party (in its absolute discretion) determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a payment received or receivable from an Obligor under a Bridge Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall does not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or; (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office facility office is located in respect of amounts received or receivable in that jurisdiction, ; or if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 6.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall must promptly notify the Agent Trustee of the event which will give, or has given, rise to the claim, following which the Agent Trustee shall notify the relevant Issuer (or, as applicable, Issuer 2) and the affected Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 6.3, notify the AgentTrustee.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paidprocure payment) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; orand (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (dg) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under pursuant to paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Company under this Clause 19.3 12.3, notify the Facility Agent.

Tax Indemnity. (ai) The relevant Obligor UK Company shall (within five (5) three Business Days of demand by the Administrative Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Credit Document. (bii) Paragraph (a) above shall not apply: (iA) with respect to any Tax assessed on a Finance PartyLender: (A1) under the law of the jurisdiction in which that Finance Party Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party Lender is treated as resident or engaged in a trade or business for tax purposes; or (B2) under the law of the jurisdiction in which that Finance PartyLender’s Permanent Establishment or Facility Office lending office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; orLender; (iiB) to the extent a loss, liability or cost: (A1) is compensated for by an increased payment under Clause 19.2 Section 5.05(b) (Tax gross-up); or (B2) would have been compensated for by an increased payment under Clause 19.2 Section 5.05(b) (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 Section 5.05(b) (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (ciii) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the relevant ObligorUK Company. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (eiv) A Protected Party shall, on receiving a payment from an Obligor a UK Subsidiary under this Clause 19.3 Section 5.05(c), notify the Administrative Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or; (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction: or (C) under the laws of the jurisdiction in which that Finance Party's permanent establishment and/or permanent representative to which income under this Agreement is effectively attributable in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 ‎‎14.2 (Tax gross-up); or; (B) would have been compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up) ), but was not so compensated solely because one of the exclusions an exclusion in paragraph (d) of Clause 19.2 14.2 (Tax gross-up) applied; or; (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party; or (D) is suffered or incurred with respect to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy). (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 ‎‎14.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Each Obligor shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (dg) of Clause 19.2 13.2 (Tax gross-up) applied; or (C) is compensated for arises as a result of a breach of Clause 26.18 (Bank representation by Original Lenders) or of Clause 19.6 24.2 (Stamp taxesConditions of assignment or transfer) by a Lender or by the Existing Lender (as defined in Clause 24.1 (Assignments and transfers by the Lenders)) which assigned or would have been so compensated for under that Clause but was not so compensated solely because transferred any of its rights and obligations under the exceptions set out therein applied)Finance Documents; or (Diii) relates to a FATCA Deduction required to be made Swiss Obligor in respect of Swiss Anticipatory Tax if it is prohibited from doing so by a Party.Swiss law. LD943539/9 (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 13.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Each Obligor shall (within five (5) three Business Days of demand by the AgentLender) pay (or cause to be paid) to a Protected Party the Lender an amount equal to the loss, liability or cost which that Protected Party the Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party the Lender in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Partythe Lender: (A) under the law of the jurisdiction in which that Finance Party the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party the Lender is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Partythe Lender’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxthe Lender; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 13.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, If the Lender makes or intending intends to make a claim under paragraph (a) above above, the Lender shall promptly notify the Agent Obligors rower of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Each Obligor shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (dg) of Clause 19.2 13.2 (Tax gross-up) applied; or (C) is compensated for arises as a result of a breach of Clause 26.18 (Bank representation by Original Lenders) or of Clause 19.6 24.2 (Stamp taxesConditions of assignment or transfer) by a Lender or by the Existing Lender (as defined in Clause 24.1 (Assignments and transfers by the Lenders)) which assigned or would have been so compensated for under that Clause but was not so compensated solely because transferred any of its rights and obligations under the exceptions set out therein applied)Finance Documents; or (Diii) relates to a FATCA Deduction required to be made Swiss Obligor in respect of Swiss Anticipatory Tax if it is prohibited from doing so by a Party.Swiss law. LD857960/50 (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 13.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five three (53) Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Party. (b) Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Finance Party: (Ai) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposespurposes or, for the avoidance of doubt, caused by its German limited tax liability (beschrankte Steuerpflicht); or (Bii) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if in either case that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under pursuant to paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 14.3, notify the Facility Agent.

Tax Indemnity. (ai) The relevant Obligor Relevant Borrowers shall (within five ten (510) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party Lender an amount equal to the loss, liability or cost which that Protected Party Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax Taxes by that Protected Party Lender in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Loan Document. (bii) Paragraph Clause (ab)(i) above shall not apply: (iA) with respect to any Tax Taxes assessed on a Finance PartyLender: (A1) under the law of the jurisdiction in which that Finance Party such Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party such Lender is treated as resident or engaged in a trade or business for tax Tax purposes; or (B2) under the law of the jurisdiction in which that Finance Partysuch Lender’s Permanent Establishment or Facility Lending Office is located in respect of amounts received or receivable in that such jurisdiction, if that Tax is such Taxes are imposed on or calculated by reference to the net income income, profits or gains received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; orsuch Lender; (iiB) to the extent a loss, liability or cost: (A1) is compensated for by an increased payment under Clause 19.2 Section 5.8.8(a)(iii) (Tax grossGross-up); or (B2) would have been compensated for by an increased payment under Clause 19.2 Section 5.8.8(a)(iii) (Tax grossGross-up) but was not so compensated solely because one of the exclusions in paragraph (dSection 5.8.8(a)(iv) of Clause 19.2 (Tax grossGross-up) applied; or (C) is compensated for by Clause 19.6 if such Taxes are Excluded Taxes (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein appliedother than U.S. federal withholding Taxes imposed pursuant to FATCA); or (D) relates to a FATCA Deduction required to be made by a Party. (ciii) A Protected Party Lender making, or intending to make a claim under paragraph (aSection 5.8.8(b)(i) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrowers. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (eiv) A Protected Party Lender shall, on receiving a payment from an Obligor the Relevant Borrowers under this Clause 19.3 Section 5.8.8(b), notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) or Clause 11.7 (Minimum Fee Rates); or; (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) or Clause 11.7 (Minimum Fee Rates) but was not so compensated solely because one of the exclusions in paragraph (d), (e) or (g) of Clause 19.2 12.2 (Tax gross-up) or in paragraph (b) of Clause 11.7 (Minimum Fee Rates) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) which relates to a FATCA Deduction deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five three (53) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines determines, will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up); or, ; (B) would have been compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 14.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a PartyParty under Clause 14.8 (FATCA Deduction). (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower, provided that nothing herein shall require such Protected Party to disclose any confidential information relating to the organisation of its affairs. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 14.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Parent shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines (acting reasonably) will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 17.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 17.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 17.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorParent. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 17.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-gross up); or (B) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-gross up) but was not so compensated solely because one of the exclusions in paragraph paragraphs (d), (e), (f) or (g) of Clause 19.2 13.2 (Tax gross-gross up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 13.3, notify the Agent.

Tax Indemnity. (a) The relevant Subject to Clause 12.5 (Stamp Taxes), each Obligor shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax (other than Tax assessed on it under § 98 para 1 no 5 lit b of the Austrian Income Tax Act (österreichisches Einkommensteuergesetz)) by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph Subject to Clause 12.5 (Stamp Taxes), each Obligor shall (within five Business Days of demand by the Agent) pay to a Non-Treaty Protected Party an amount equal to the loss, liability or cost which that Non-Treaty Protected Party determines will be or has been (directly or indirectly) suffered by it for, on account of or in relation to, Tax assessed on it under § 98 para 1 no 5 lit b of the Austrian Income Tax Act (österreichisches Einkommensteuergesetz), and shall also pay to that Non-Treaty Protected Party such additional amount as that Non-Treaty Protected Party determines will leave it (after full payment under this paragraph (b)) in the same after-Tax position as it would have been had no such loss, liability or cost been suffered. (c) Paragraphs (a) and (b) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one none of the exclusions circumstances in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) existed or applied or because Clause 12.8 (Exemptions from gross up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (cd) A Protected Party making, or intending to make make, a claim under pursuant to paragraph (a) or (b) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claimObligors’ Agent. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 13.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 13.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (aClause 12.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or; (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (dClause 12.2(c) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (aClause 12.3(a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 12.3 (Tax indemnity), notify the Agent.

Tax Indemnity. (a) The relevant Obligor If the Lender is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document, the Borrower shall (within five (5) three Business Days of demand by the AgentLender) pay (or cause to be paid) to a Protected Party the Lender an amount equal to the loss, liability or cost which that Protected Party the Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party the Lender in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Partythe Lender: (A) under the law of the jurisdiction in which that Finance Party the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party the Lender is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Partythe Lender’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxthe Lender; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party makingIf the Lender makes, or intending intends to make make, a claim under paragraph (a) above above, it shall promptly notify the Agent Borrower of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the AgentAgent upon presentation of Supporting Documentation) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 15.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 15.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 15.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 15.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor shall Except as provided below, the Company must indemnify (within five (5) three Business Days of demand by the Agentdemand) pay (a Finance Party against any loss or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Finance Party determines (in its absolute discretion) will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Protected Party in respect of relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall does not apply: (i) with respect to any Tax assessed on a Finance PartyParty under the laws of the jurisdiction in which: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 Subclause 11.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 Subclause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusions exclusion in paragraph (d) of Clause 19.2 Subclause 11.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Finance Party making, or intending to make make, a claim under paragraph (a) above shall must promptly notify the Agent Company of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant A Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shallmust, on receiving a payment from an Obligor under this Clause 19.3 Subclause, notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) Business Days of demand by the AgentLender) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance PartyLender: (A) under the law of the jurisdiction in which that Finance Party Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party Lender is treated as resident or engaged in a trade or business for tax Tax purposes; or (B) under the law of the jurisdiction in which that Finance PartyLender’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxLender; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent Lender of the event which will give, or has given, rise to the claim, following which the Agent Lender shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the AgentLender.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paidprocure payment) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; orand (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-gross up); or (B) would have been compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-gross up) but was not so compensated solely because one of the exclusions in sub-paragraph (div) of Clause 19.2 16.2(a) (Tax gross-gross up) and in Clause 16.2(b) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under pursuant to paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 16.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) or Clause 11.7 (Minimum Fee Rates); or; (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) or Clause 11.7 (Minimum Fee Rates) but was not so compensated solely because one of the exclusions in paragraph (d), (e) or (g) of Clause 19.2 12.2 (Tax gross-up) or in paragraph (b) of Clause 11.7 (Minimum Fee Rates) applied; or; (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) which relates to a FATCA Deduction required to be made by a Party; or (D) relates to any Bank Levy. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Secured Party: (A) under the law of the jurisdiction in which that Finance Secured Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Creditor Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance PartyLender’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Secured Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 19.2 10.2 (Tax gross-up); or (B) or would have been compensated for by an increased payment under Clause 19.2 10.2 (Tax gross-up) but was not so compensated solely because one of the exclusions an exclusion in paragraph (d) of Clause 19.2 10.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (, or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party; or (iii) with respect to the Taxes in the nature of a branch profits tax imposed by Section 884(a) of the Code that is imposed by any jurisdiction described in paragraph (b)(i)(B) above. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 10.3 (Tax indemnity), notify the Agent.

Tax Indemnity. (a) 14.3.1 The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) 14.3.2 Clause 14.3.1 above shall not apply: (ia) with respect to any Tax assessed on a Finance Party: (Ai) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (iib) to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Clause 19.2 Clauses 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 14.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (ciii) A Protected Party making, or intending to make a claim under paragraph (a) above Clause 14.3.1 above, shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (eiv) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 Clauses 14.3.1 to 14.3.2, notify the Agent.

Tax Indemnity. (a) The relevant Each Obligor shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (dg) of Clause 19.2 14.2 (Tax gross-up) applied; or (C) is compensated for arises as a result of a breach of Clause 27.18 (Bank representation by Original Lenders) or of Clause 19.6 25.2 (Stamp taxesConditions of assignment or transfer) by a Lender or by the Existing Lender (as defined in Clause 25.1 (Assignments and transfers by the Lenders)) which assigned or would have been so compensated for under that Clause but was not so compensated solely because transferred any of its rights and obligations under the exceptions set out therein applied)Finance Documents; or (Diii) relates to a FATCA Deduction required to be made Swiss Obligor in respect of Swiss Anticipatory Tax if it is prohibited from doing so by a PartySwiss law. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 14.3, notify the Facility Agent.

Tax Indemnity. (ai) The relevant Obligor Lead Borrower shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party Lender an amount equal to the loss, liability or cost which that Protected Party Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax Taxes by that Protected Party Lender in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Loan Document. (bii) Paragraph Clause (ac)(i) above shall not apply: (iA) with respect to any Tax Taxes assessed on a Finance Party:Lender (A1) under the law of the jurisdiction in which that Finance Party such Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party such Lender is treated as resident or engaged in a trade or business for tax purposes; or (B2) under the law of the jurisdiction in which that Finance Partysuch Lender’s Permanent Establishment or Facility Office office is located in respect of amounts received or receivable in that such jurisdiction, if that Tax is such Taxes are imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxsuch Lender; or (iiB) to the extent a loss, liability or cost: (A1) is compensated for by an increased payment under Clause 19.2 Section 1.7(b)(iii) (Tax gross-up); or (B2) would have been compensated for by an increased payment under Clause 19.2 Section 1.7(b)(iii) (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (dSection 1.7(b)(iv) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (ciii) A Protected Party Lender making, or intending to make a claim under paragraph (aSection 1.7(c)(i) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorLead Borrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (eiv) A Protected Party Lender shall, on receiving a payment from an Obligor the Lead Borrower under this Clause 19.3 clause (c), notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-gross up); or (B) would have been compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 16.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 16.3, notify the Agent.

Tax Indemnity. (a) The Company (or the relevant Obligor Obligor) shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) Business Days of demand by the Off Shore Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect connection with the transactions contemplated under the Finance Documents. Such demand shall include reasonable details of a Finance Document (and for such loss, liability or cost which it the Protected Party determined will be or has provided, or will provide, documentary evidence)been suffered. (b) Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Finance Party: (Ai) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under pursuant to paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 15.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) or if that Tax is considered a franchise tax (imposed in lieu of net income taxes) or a branch profits or similar tax by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 18.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 18.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) or (e) of Clause 19.2 18.2 (Tax gross-up) applied; or; (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party; (D) is attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy); or (iii) with respect to any failure to make a Tax Deduction on account of Tax imposed by the United States from a payment to a Lender in respect of a Loan, if on the date on which the payment falls due paragraph (e)(i), (ii) or (iii) of Clause 18.2 (Tax gross-up) applied to the Lender concerned. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 18.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 20.2 (Tax gross-up); or; (B) would have been compensated for by an increased payment under Clause 19.2 20.2 (Tax gross-up) but was not entitled to be so compensated solely because one of the exclusions in paragraph (d) or (e) of Clause 19.2 20.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 20.3, notify the Agent.

Tax Indemnity. (ai) The relevant Obligor Company shall (within five (5) Business Days of demand by the Administrative Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of UK Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Loan Document. (bii) Paragraph Clause (ai) above shall not apply: (i) apply with respect to any UK Tax assessed on a Finance Protected Party: (A) under the law of the jurisdiction in which that Finance Protected Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Protected Party is treated as resident or engaged as carrying on a business through a permanent establishment in the United Kingdom to which any right (including sums received or receivable) under a trade or business Loan Document is attributable for tax purposes; or (B) under the law of the jurisdiction in which that Finance Protected Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that UK Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Protected Party, including branch profits tax and minimum tax; or. (iiiii) Furthermore, clause (i) above shall not apply to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 (Tax gross-up)Section 3.07(c) above; or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-upSection 3.07(c) above but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-upSection 3.07(d) applied; or; (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (civ) A Protected Party making, or intending to make a claim under paragraph clause (a) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) Company. A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 the Company notify the Administrative Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which amount of any Tax assessed on that Protected Party determines will be (together with any interest, costs or has been (expenses payable, directly or indirectly, or incurred in connection therewith) suffered in relation to a sum received or receivable (or any sum deemed for or on account the purposes of Tax by that Protected Party in respect of to be received or receivable) under a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above of this Clause 14.3 shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law laws and regulations of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax Tax purposes; or (B) under the law laws and regulations of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 Claus 14.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 14.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under pursuant to paragraph (a) above of this Clause 14.3 shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 14.3, notify the Agent.

Tax Indemnity. (a) The relevant Except as provided below, each Obligor shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a must indemnify each Protected Party an amount equal to the loss, against any loss or liability or cost which that Protected Party determines will be or has been suffered (directly or indirectly) suffered by it for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document. Such Obligor shall (within ten days of demand by the Agent) pay to that Protected Party in respect of a Finance Document (and for which it has provided, an amount equal to such loss or will provide, documentary evidence)liability. (b) Paragraph (aClause 7.6(a) above does not apply to (and no Obligor shall not apply:be required under this Agreement to indemnify or compensate any Protected Party for): (i) with respect to any Tax assessed on a Finance Protected Party: (A1) under the law laws of the jurisdiction in which that Finance Protected Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Protected Party is treated as resident or engaged in a trade or business for tax purposes; or (B2) under the law laws of the jurisdiction in which that Finance Protected Party’s Permanent Establishment or Facility Office facility office is located in respect of amounts received or receivable in that jurisdiction, ; if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum payment deemed to be received or receivable) by that Finance Protected Party (but any amount treated as income but not actually received by the Protected Party, including branch profits tax and minimum taxsuch as a Tax Deduction, will not be treated as net income received or receivable for this purpose); orand (ii) to the extent a any loss, liability or costcost to the extent it: (A1) is compensated for by an increased payment under Clause 19.2 (Tax gross-up); or7.3; (B2) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) 7.3 but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) 7.4 applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D3) relates to a FATCA Deduction required to be made by a Party. (c) A If the Agent on behalf of a Protected Party making, makes (or intending intends to make make) a claim under paragraph (a) above Clause 7.6(a), it shall promptly notify the Agent each Obligor of the event which has caused (or will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (dcause) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such that claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five three (53) Business Days of demand by the AgentLender) pay (or cause to be paid) to a Protected Party the Lender an amount equal to the loss, liability or cost which that Protected Party the Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party the Lender in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Partythe Lender: (A) under the law of the jurisdiction in which that Finance Party the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party the Lender is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office the Lender is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxthe Lender; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 19.2 11.2 (Tax gross-up); or (Biii) would have any loss, liability or cost which the Lender determines will be or has been compensated (directly or indirectly) suffered for or on account of Tax by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated the Lender in respect of a Finance Document arising solely because one as a result of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (Lender’s gross negligence or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Partywilful misconduct. (c) A Protected Party The Lender making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent Borrower of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligorand provide reasonable details of such event. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Except as provided by paragraph (b) below, the Company shall, or shall procure that an Obligor shall (within five (5) Business Days of shall, on demand by the Agent) pay (or cause to be paid) to , indemnify a Protected Finance Party an amount equal to the against any loss, liability or cost which that Protected Finance Party (in its absolute discretion) determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Finance Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance PartyParty under the laws of the jurisdiction in which: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax Tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the overall net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any receivable by that Finance Party. Any sum deemed to be received or receivable, including, for the avoidance of doubt, any amount treated as income but not actually received by the Finance Party (such as a deduction pursuant to Clause 14.1 (No Tax Deduction) by that Finance Partyabove), including branch profits tax and minimum taxis not income received or receivable for this purpose; or (ii) if and to the extent that a loss, liability or cost: (A) cost is compensated for by an increased payment under pursuant to Clause 19.2 14.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax grossGross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Partyabove. (c) A Protected Finance Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant A Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 paragraph (a) above, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) The relevant Subject to Clause 13.5 (Stamp Taxes), each Obligor shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax (other than Tax assessed on it under § 98 para 1 no 5 lit b of the Austrian Income Tax Act (österreichisches Einkommensteuergesetz)) by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph Subject to Clause 13.5 (Stamp Taxes), each Obligor shall (within five Business Days of demand by the Agent) pay to a Non-Treaty Protected Party an amount equal to the loss, liability or cost which that Non-Treaty Protected Party determines will be or has been (directly or indirectly) suffered by it for, on account of or in relation to, Tax assessed on it under § 98 para 1 no 5 lit b of the Austrian Income Tax Act (österreichisches Einkommensteuergesetz), and shall also pay to that Non-Treaty Protected Party such additional amount as that Non-Treaty Protected Party determines will leave it (after full payment under this paragraph (b)) in the same after-Tax position as it would have been had no such loss, liability or cost been suffered. (c) Paragraphs (a) and (b) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up) but was not so compensated solely because one none of the exclusions circumstances in paragraph (d) of Clause 19.2 13.2 (Tax gross-up) existed or applied or because Clause 13.8 (Exemptions from gross up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (cd) A Protected Party making, or intending to make make, a claim under pursuant to paragraph (a) or (b) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claimCompany. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 13.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Facility Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Facility Party: (A) under the law of the jurisdiction in which that Finance Facility Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Facility Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Facility Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Facility Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Parent shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paidprocure that the relevant Obligor pays) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any loss, liability or cost that will be or has been (directly or indirectly) suffered for or on account of Tax assessed on by a Finance Protected Party: (A) under the law of the jurisdiction in which that Finance Protected Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Protected Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Protected Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Protected Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or costcost that will be or has been (directly or indirectly) suffered for or on account of Tax: (A) is or will be compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up) but was not or will not be so compensated solely because one of the exclusions in paragraph (df) of Clause 19.2 16.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (applied or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Partywill apply. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorParent. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 16.3, notify the Facility Agent.

Tax Indemnity. (ai) The relevant Obligor Relevant Borrowers shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party Lender an amount equal to the loss, liability or cost which that Protected Party Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax Taxes by that Protected Party Lender in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Loan Document. (bii) Paragraph Clause (ac)(i) above shall not apply: (iA) with respect to any Tax Taxes assessed on a Finance PartyLender: (A1) under the law of the jurisdiction in which that Finance Party such Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party such Lender is treated as resident or engaged in a trade or business for tax purposes; or (B2) under the law of the jurisdiction in which that Finance Partysuch Lender’s Permanent Establishment or Facility Lending Office is located in respect of amounts received or receivable in that such jurisdiction, if that Tax is such Taxes are imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxsuch Lender; or (iiB) to the extent a loss, liability or cost: (A1) is compensated for by an increased payment under Clause 19.2 Section 5.8.9(b)(iii) (Tax grossGross-up); or (B2) would have been compensated for by an increased payment under Clause 19.2 Section 5.8.9(b)(iii) (Tax grossGross-up) but was not so compensated solely because one of the exclusions in paragraph (dSection 5.8.9(b)(iv) of Clause 19.2 (Tax grossGross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (ciii) A Protected Party Lender making, or intending to make a claim under paragraph (aSection 5.8.9(c)(i) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrowers. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (eiv) A Protected Party Lender shall, on receiving a payment from an Obligor the Relevant Borrowers under this Clause 19.3 Section 5.8.9(c), notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) 10 Business Days of demand by the AgentLender) pay (or cause to be paid) to a Protected Party the Lender an amount equal to the loss, liability or cost which that Protected Party the Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party the Lender in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall does not apply: (i) with respect to any Tax assessed on a Finance Partythe Lender: (A) under the law of the jurisdiction in which that Finance Party the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party the Lender is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office the Lender is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxthe Lender; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.1 (Tax gross-up); or; (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party; or (C) which is not notified to the Borrower within 180 days of the Lender becoming aware of such loss, liability or cost in accordance with paragraph (c) below. (c) A Protected Party making, If the Lender makes or intending intends to make a claim under paragraph (a) above above, it shall promptly notify the Agent Borrower of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Obligor shall (within five 3 (5three) Business Banking Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) 1. under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) 2. under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office 's facility office is located in respect of amounts received or receivable in that jurisdiction, jurisdiction if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or , Clause 13.1 (B) would have been compensated for by an increased payment under Clause 19.2 (Tax FATCA Deduction and gross-upup by Obligor) but was not so compensated solely because one of the exclusions in or paragraph (db) of Clause 19.2 13.2 (Tax gross-up) applied; or (C) is compensated for FATCA Deduction by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein appliedFinance Party); or (Diii) relates to a FATCA Deduction required to be made by a Party.; or (iv) is compensated for by a payment under paragraph d) of Clause 13.2 c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorShareholder. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paidprocure that an Obligor pays) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax (including the loss or setting-off of any relief, deduction, credit or allowance in respect of tax which would otherwise have been available to that Protected Party) by that Protected Party in respect of a Finance Document Document, except as provided below in (and for which it has provided, or will provide, documentary evidenceb). (b) Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Finance Party: (A) Party under the law laws of (x) the jurisdiction in which that Finance Party is incorporated orincorporated, if different, (y) the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for Tax purposes or engaged in a trade or business for tax purposes; or (Bz) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located located, in respect of amounts received or receivable in that jurisdiction, : (i) if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-gross up); or (B) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-gross up) but was not so compensated solely because one of the exclusions in paragraph paragraphs (d) or (e) of Clause 19.2 13.2 (Tax gross-gross up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, setting out such event in reasonable detail, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 13.3 (Tax indemnity), notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or is able to demonstrate it has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A1) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B2) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net or gross income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum deemed to be received or receivable) receivable by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A1) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up); or (B2) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 13.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, setting out such event in reasonable detail, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 13.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrowers shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is fully compensated for on an after Tax basis by an increased payment under Clause 19.2 12.2 (Tax gross-up), Clause 12.8 (FATCA Deduction and gross-up by Xxxxxxxx); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorBorrowers. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Obligors’ Agent shall (within five (5) Business Days of demand by the Administrative Agent) pay (or cause to be paid) procure that an Obligor pays to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of relation to a Finance Document (and for which it has provided, or will provide, documentary evidence)Credit Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party:Lender or Administrative Agent (or any corresponding losses, liability, or costs): (A) under the law of the jurisdiction in which that Finance Party Lender or Administrative Agent is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party Lender or Administrative Agent is treated as resident or engaged in a trade or business for tax purposespurposes or from which the Administrative Agent acts for the purpose of this Agreement; or (B) under the law of the jurisdiction in which that Finance PartyLender’s Permanent Establishment or Facility Office or the Administrative Agent is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income or gross receipts received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxAdministrative Agent or Lender; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 5.04.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 5.04.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (de) of Clause 19.2 5.04.2 (Tax gross-up) applied; or (C) is compensated for suffered or incurred by a Lender that is a Qualifying Lender solely under paragraph (a)(B) of the definition of Qualifying Lender and: (iii) it has not given a Tax Confirmation to the Obligors’ Agent or it has revoked or otherwise retracted any Tax Confirmation given to the Obligors’ Agent or it has failed to comply with its obligations under Clause 19.6 5.04.2 (Stamp taxesTax Gross-Up) (h), (k) or would have been so compensated for under that (l) or Clause but was not so compensated solely because any of the exceptions set out therein applied5.04.5 (Lender Status Confirmation) or Clause 5.04.6 (Filings); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the relevant ObligorObligors’ Agent. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 5.04.3, notify the Administrative Agent.

Tax Indemnity. (aA) The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (bB) Paragraph (aClause 11.3(A) above shall not apply: (i1) with respect to any Tax assessed on a Finance Party: (Aa) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office Party is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii2) to the extent a loss, liability or cost: (Aa) is compensated for by an increased payment under Clause 19.2 11.2 (Tax gross-up); or; (Bb) would have been compensated for by an increased payment under Clause 19.2 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (dClause 11.2(C) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (Dc) relates to a FATCA Deduction required to be made by a Party. (c3) A Protected Party making, or intending to make a claim under paragraph (aClause 11.3(A) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e4) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 11.3 (Tax indemnity), notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) 19.3.1 The relevant Obligor Company shall (within five (5) three Business Days of demand by the Facility Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)the transactions occurring under such Finance Document. (b) Paragraph (a) 19.3.2 Sub-clause 19.3.1 above shall not apply: (ia) with respect to any Tax assessed on a Finance Party: (Ai) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax Tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if in either such case that Tax is imposed on or calculated by reference to the net income income, profit or gains received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxParty or Facility Office; or (iib) to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Clause 19.2 (Tax gross-up); or; (Bii) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated for solely because one either or both of the exclusions in paragraph (d) sub-clause 19.2.5 of Clause 19.2 (Tax gross-gross- up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (Diii) relates to any Tax assessed prior to the date which is 365 days prior to the date on which the Protected Party requests such payment from the Company, unless a FATCA Deduction required to determination of the amount claimed could only be made by a Partyonly on or after the earlier of those dates. (c) 19.3.3 A Protected Party making, or intending to make make, a claim under paragraph (a) sub-clause 19.3.1 above shall promptly notify the Facility Agent of the event loss, liability or cost which will give, or has given, rise to the claim, following which the Facility Agent shall reasonably promptly notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) 19.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 19.3, notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Obligors shall (within five (5) Business Days of demand by the AgentFacility Agent acting on the instructions of a Protected Party or claiming on its own behalf) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a‎(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 ‎11.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a‎(a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the relevant ObligorObligors. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 ‎11.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) Business Days of written demand by the Agent, which written demand shall be made within 60 days of the date that such Protected Party determines it has suffered a loss, liability or cost the subject of this Clause) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document Document. (and b) Any Protected Party making a claim under paragraph (a) above shall provide documentation satisfactory to the Borrower (or other Obligor, as appropriate), at the same time as the demand for which it has Payment made by the Agent, acting reasonably, of such loss, liability or cost suffered, provided, however, that no Protected Party shall be required to make available any of its Tax returns (or will provide, documentary evidenceany other information that it deems to be confidential or proprietary). (bc) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum or deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) with respect to the extent any Tax assessed on a Finance Party that is attributable to such Finance Party’s failure to comply with Clause 12.2(f); or (iii) with respect to a loss, liability or cost: (A) cost to the extent that it is compensated for by an increased payment under Clause 19.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so be compensated but for under a specific exclusion in that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a PartyClause. (cd) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claimBorrower. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (ai) The relevant Obligor Holdings shall (within five three (53) Business Days of demand by the Administrative Agent) pay (or cause to be paid) to a Protected Party Tax Indemnitee an amount equal to the loss, liability or cost which that Protected Party Tax Indemnitee determines (acting in good faith) will be or has been (directly or indirectly) suffered for or on account of Tax Taxes by that Protected Party Tax Indemnitee in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Loan Document. (bii) Paragraph (aSection 3.2(c)(i) above shall not apply: (iA) with respect to any Tax Taxes assessed on a Finance PartyTax Indemnitee: (A1) under the law of the jurisdiction in which that Finance Party Tax Indemnitee is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party Tax Indemnitee is treated as resident or engaged in a trade or business for tax purposes; or (B2) under the law of the jurisdiction in which that Finance Partysuch Tax Indemnitee’s Permanent Establishment or Facility Lending Office is located in respect of amounts received or receivable in that such jurisdiction, if that Tax is such Taxes are imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxsuch Tax Indemnitee; or (iiB) to the extent a loss, liability or cost: (A1) is compensated for by an increased payment under Clause 19.2 (Tax gross-upSection 3.2(b)(iii) or a payment under Section 3.2(f) or a payment under Section 3.2(g); or (B2) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-upSection 3.2(b) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-upSection 3.2(b) applied; or; (C3) is would have been compensated for by Clause 19.6 (Stamp taxesa payment under Section 3.2(f) (or would have been so compensated for under that Clause but was not so compensated solely because any one of the exceptions set out therein exclusions in Section 3.2(f) applied); or; (D4) relates to a FATCA Deduction required to be made by a Partyparty to this Agreement; or (5) is suffered or incurred in respect of any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy). (ciii) A Protected Party Tax Indemnitee making, or intending to make a claim under paragraph Section 3.2 (ac)(i) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the relevant ObligorLead Administrative Borrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (eiv) A Protected Party Tax Indemnitee shall, on receiving a payment from an Obligor English Borrower under this Clause 19.3 Section 3.2(c), notify the Administrative Agent.

Tax Indemnity. (a) The relevant Obligor shall Borrower must (within five three (53) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party:; (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an any increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall must promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall must notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor shall (within five (5) Business Days of demand by Except as provided below, the Agent) pay (Borrower must indemnify a Finance Party against any loss or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Protected Party in respect of relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall does not apply: (i) with respect apply to any Tax assessed on a Finance Party: (Ai) under the law laws of the jurisdiction in which which: (A) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Office and is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivablereceivable by that Finance Party. However, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum payment deemed to be received or receivable) , including any amount treated as income but not actually received by that the Finance Party, including branch profits tax and minimum taxsuch as a Tax Deduction, will not be treated as net income received or receivable for this purpose; or (ii) to the extent a loss, loss or liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) or would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) or (f) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Finance Party making, or intending to make make, a claim under paragraph (a) above shall must promptly notify the Agent Company of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a12.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) or Clause 11.7 (Minimum Fee Rates); or; (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) or Clause 11.7 (Minimum Fee Rates) but was not so compensated solely because one of the exclusions in paragraph (d), (e) or (g) of Clause 19.2 12.2 (Tax gross-up) or in paragraph (b) of Clause 11.7 (Minimum Fee Rates) applied; or; (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party; or (D) relates to any Bank Levy. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the AgentAgent upon presentation of Supporting Documentation) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 13.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorBorrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 19.3 13.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) 3 Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Finance Party an amount equal to the loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Finance Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence). (b) Paragraph (a) Document. The paragraph above shall not apply: (ia) with respect to any loss, liability or costs that will be or has been (directly or indirectly) suffered for or on account of Tax assessed on by a Finance Party: (Ai) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (iib) to the extent a loss, liability or costcost that will be or has been directly or indirectly suffered for or on an amount of Tax: (Ai) is or will be compensated for by an increased payment under Clause 19.2 13.1 (Tax gross-up) or by a recalculation of interest pursuant to Clause 9.6 (Minimum Interest); or (Bii) would have been compensated for by an increased payment under Clause 19.2 13.1 (Tax gross-up) or by a recalculation of interest pursuant to Clause 9.6 (Minimum Interest) but was not or will not be so compensated solely because one of the exclusions in paragraph of para. (dg) or (h) of Clause 19.2 13.1 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (applied or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Partywill apply. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party:: Back to Contents (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-gross- up); or (B) would have been compensated for by an increased payment under Clause 19.2 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 13.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 13.3, notify the Agent.

Tax Indemnity. (aA) The relevant Obligor Relevant Borrowers shall (within five (5) three Business Days of demand by the Administrative Agent) pay (or cause to be paid) to a Protected Party Lender an amount equal to the loss, liability or cost which that Protected Party Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax Taxes by that Protected Party Lender in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Loan Document. (bB) Paragraph (aA) above shall not apply: (iI) with respect to any Tax Taxes assessed on a Finance PartyLender: (A1) under the law of the jurisdiction in which that Finance Party Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Lender Party is treated as resident or engaged in a trade or business for tax purposes; or (B2) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility such Lender's Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is such Taxes are imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum taxLender; or (iiII) to the extent a loss, liability or cost: (A1) is compensated for by an increased payment under Clause 19.2 3.1(g)(ii) (Tax gross-up); or (B2) would have been compensated for by an increased payment under Clause 19.2 3.1(g)(ii) (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d3.1(g)(ii)(D) of Clause 19.2 (Tax gross-up) applied; or. (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party Lender making, or intending to make a claim under paragraph (aiii)(A) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the relevant ObligorRelevant Borrower. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (eD) A Protected Party Lender shall, on receiving a payment from an Obligor Relevant Borrower under this Clause 19.3 3.1(g)(iii), notify the Agent.

Tax Indemnity. (a) The relevant Obligor shall (Except as provided below, the Company must, within five (5) Business Days of demand by the Facility Agent) pay (, indemnify a Finance Party against any loss or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Finance Party determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Protected Party in respect of relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall does not apply: (i) apply with respect to any Tax assessed on a Finance Party: (A) Party under the law laws of the jurisdiction in which which: (i) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivablereceivable by that Finance Party. However, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum payment deemed to be received or receivable) , including any amount treated as income but not actually received by that the Finance Party, including branch profits tax and minimum tax; orsuch as a Tax Deduction, will not be treated as net income received or receivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Clause 19.2 Subclause 12.2 (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Clause 19.2 Subclause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph that Subclause applied. (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Finance Party making, or intending to make make, a claim under paragraph (a) above shall must promptly notify the Agent Company of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Finance Party shallmust, on receiving a payment from an Obligor under this Clause 19.3 notify the Facility Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) 3 Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (aClause 11.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 11.2 (Tax grossGross-up); or; (B) would have been compensated for by an increased payment under Clause 19.2 11.2 (Tax grossGross-up) but was not so compensated solely because one of the exclusions in paragraph (dClause 11.2(d) of Clause 19.2 (Tax grossGross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (aClause 11.3(a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor the Company under this Clause 19.3 11.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A1) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax Tax purposes; or (B2) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall promptly notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 14.3, notify the Agent.

Tax Indemnity. (a) The relevant Each Obligor shall (shall, within five (5) 3 Business Days of demand by the Agent) , pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (aClause 17.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 (Tax gross-up)clause 17.2; or (B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) clause 17.2 but was not so compensated solely because one of the exclusions in paragraph (dclause 17.2(d) of Clause 19.2 (Tax gross-upor clause 17.2(l) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (aclause 17.3(a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, and will give details of the amount claimed following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Subject to Clause 12.5 (Stamp Taxes), each Obligor shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax (other than Tax assessed on it under § 98 para 1 no 5 lit b of the Austrian Income Tax Act (österreichisches Einkommensteuergesetz)) by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph Subject to Clause 12.5 (Stamp Taxes), each Obligor shall (within five (5) Business Days of demand by the Agent) pay to a Non-Treaty Protected Party an amount equal to the loss, liability or cost which that Non-Treaty Protected Party determines will be or has been (directly or indirectly) suffered by it for, on account of or in relation to, Tax assessed on it under § 98 para 1 no 5 lit b of the Austrian Income Tax Act (österreichisches Einkommensteuergesetz), and shall also pay to that Non-Treaty Protected Party such additional amount as that Non-Treaty Protected Party determines will leave it (after full payment under this paragraph (b)) in the same after-Tax position as it would have been had no such loss, liability or cost been suffered. (c) Paragraphs (a) and (b) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one none of the exclusions circumstances in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) existed or applied or because Clause 12.8 (Exemptions from gross up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (cd) A Protected Party making, or intending to make make, a claim under pursuant to paragraph (a) or (b) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claimCompany. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up); or, Clause 12.7 (FATCA Deduction and gross-up by Obligor) or paragraph (b) of Clause 12.8 (FATCA Deduction by a Finance Party); (B) would have been compensated for by an increased payment under Clause 19.2 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 12.2 (Tax gross-up) applied; or (C) is compensated for by a payment under paragraph (d) of Clause 19.6 12.8 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Finance Party). (c) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 12.3, notify the Agent.

Tax Indemnity. (a) The relevant Obligor shall (within five (5) Business Days of demand by Except as provided below, the Agent) pay (Company must indemnify a Finance Party against any loss or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Finance Party (in its absolute discretion but acting in good faith) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Protected Party in respect of relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) above shall does not apply: (i) with respect apply to any Tax assessed on a Finance Party: (A) Party under the law laws of the jurisdiction in which which: (i) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Office and is treated as resident or engaged in a trade or business for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivablereceivable by that Finance Party. However, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum payment deemed to be received or receivable) , including any amount treated as income but not actually received by that the Finance Party, including branch profits tax and minimum tax; orsuch as a Tax Deduction, will not be treated as net income received or receivable for this purpose. (iic) Paragraph (a) above shall not apply to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Clause 19.2 Clause11.2 (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Clause 19.2 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 11.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (cd) A Protected Finance Party making, or intending to make make, a claim under paragraph (a) above shall must promptly notify the Agent Company of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) 14.3.1 The relevant Obligor Borrower shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected the Finance Party an amount equal to the loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Finance Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)Document. (b) Paragraph (a) 14.3.2 Sub-clause 14.3.1 above shall not apply: (ia) with respect to any Tax assessed on a the Finance Party: (Ai) under the law of the jurisdiction in which that such Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that such Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Partythe Lender’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that such Finance Party, including branch profits tax and minimum tax; or (iib) to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Clause 19.2 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) sub-clause 14.2.4 of Clause 19.2 14.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected 14.3.3 If a Finance Party making, makes or intending intends to make a claim under paragraph (a) above sub-clause 14.3.1 above, such Finance Party shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

Tax Indemnity. (a) The relevant Obligor Company shall (within five (5) three Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence)the transactions occurring under such Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes receivable (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or (ii) to the extent a loss, liability or cost: (Aa) is compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up); or (Bb) would have been compensated for by an increased payment under Clause 19.2 16.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 16.2 (Tax gross-up) applied; or (C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or (D) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant ObligorCompany. (d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim. (e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 16.3, notify the Agent.