Common use of Tax Indemnity Clause in Contracts

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower shall (within five (5) Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party; (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 (Tax gross-up); or (iii) 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 (a) above shall notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five three (53) Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusion in paragraph (d) of Clause 12.2 (Tax gross-up) applied. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 Any tax indemnity provisions (Tax gross-up), and any related mitigation provisions) in the Borrower Existing Finance Documents will continue in full force and effect in accordance with their terms. (b) The Parent shall (within five (5) three Business Days of demand by the Administrative Agent) pay (or procure 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 or the transactions occurring under such Finance Document. (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 for tax purposes; or (B) (other than in the case of a USPP Noteholder) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 17.1 (Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cd) 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Administrative Agent shall notify the BorrowerParent. (de) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.317.5, notify the Administrative Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five ten (510) Business Days of demand by the Facility Agent) pay 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 or the transactions occurring under such Finance Document. (b) Paragraph (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Protected Party’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 (but not any sum deemed to be received or receivable) by that Finance Protected Party;; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 13.2 (Tax gross-up); or (iii) 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 (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.313.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 13.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, each Borrower shall shall, within three (within five (53) Business Days of demand by of the Facility Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or cost which incurred in connection therewith, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 13.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or cost receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a loss, liability or cost relates any Tax related to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerObligors’ Agent. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor Party under this Clause 15.313.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office or other permanent establishment of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or cost receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office or other permanent establishment is compensated for by an increased payment under Clause 15.2 (Tax gross-up); orlocated; (iii) to the extent a loss, liability or cost relates any Tax relating to a FATCA Deduction required to be made by a Party; or (iv) the extent that such payment or liability is compensated for by an increased payment under Clause 12.2 (Tax gross-up). (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Agent of the event which will give, or has given, giving rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) 3 Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability exclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied or cost relates related 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 16.2 (Tax grossGross-up), if the Borrower shall (within five (5) Business Days of demand by the Agent) pay Finance Parties are required to a Protected Party an amount equal to the lossmake any payment of, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of, Tax on or in relation to any sum received or receivable under the Transaction Documents (including any sum deemed for purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of a any such payment is asserted, imposed, levied or assessed against the Finance Document or Party, the transactions occurring under Company shall, within 30 (thirty) days of demand of such Finance Document. (b) Paragraph (a) above Party, promptly indemnify, without protest or demur, the relevant Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith as determined by the Finance Party, provided that this Clause 16.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by the Finance Parties (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Finance Parties but not actually receivable) by that the jurisdiction in which such Finance Party;Party is incorporated; or (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Finance Party actually received or receivable by such Finance Party (but, liability or cost is compensated for by an increased payment under Clause 15.2 (the avoidance of doubt, not including any sum deemed for purposes of Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made received or receivable by a Partythe Finance Parties but not actually receivable) by the jurisdiction in which such Finance Party is located. (cb) A Protected If a Finance Party making, or intending to make makes a claim under paragraph (aClause 16.3(a) above above, it shall notify the Agent Company of the event which will give, or has given, giving rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Agent shall notify the Borrowerclaim. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 13.2 (Tax gross‑up); (B) would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up)) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied; or (iiiC) 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 make, a claim under paragraph (a) a)‎ above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.313.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up)The Borrower shall, the Borrower shall (within five (5) three Business Days of demand by the Agent) , pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party (acting 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 the avoidance of doubt, any loss, liability or cost suffered for or on account of Tax in respect of or in relation to the Warrant Agreement or the transactions occurring under such contemplated by the Warrant Agreement shall not be regarded as a loss, liability or cost suffered for or on account of Tax in respect of a 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 by that Finance Party (but but, for the avoidance of doubt, not including any sum deemed to be received or receivable) receivable by that Finance Party;); or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 (Tax gross-up11.2(Tax Gross Up); or (iiiB) to would have been compensated for by an increased payment under Clause 11.2 (Tax Gross Up) but was not so compensated solely because one of the extent a loss, liability or cost exclusions in paragraph (d) of Clause 11.2 (Tax Gross Up) applied; or (C) 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 Borrower of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Agent shall notify the Borrowerclaim. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.311.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five three (53) Business Days of demand by the BPIFAE Agent) pay 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 or the transactions occurring under such Finance Document. (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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party; (ii) Party or to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 13.1 (Tax gross-upGross‑up); (B) would have been compensated for by an increased payment under Clause 13.1 (Tax Gross‑up) but was not so compensated solely because one of the exclusions in paragraph (f) of Clause 13.1 (Tax Gross‑up) applied; or (iiiC) 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 (a) above shall promptly notify the BPIFAE Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the BPIFAE Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.313.2, notify the BPIFAE Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Borrower shall Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Company shall, within five (5) Business Days of demand by of the Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or cost which incurred in connection therewith, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 12.3 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party; (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; (ii) to any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is incorporated; or (iii) to any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Agent of the event which will give, or has given, giving rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the BorrowerCompany thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.312.3, notify the Agent. (d) Paragraph (a) shall not apply to the extent any Tax is not notified to the Agent by the relevant Finance Party within three (3) Months of the relevant Finance Party becoming aware of the relevant Tax.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Company shall (within five (5) three Business Days of demand by the Facility Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause clause 15.2 (Tax gross-up), clause 15.8 (FATCA Deduction and gross-up by Obligor) or clause 15.9 (FATCA Deduction by Finance Party); or (iiiB) to the extent is compensated for by a loss, liability or cost relates to a payment under clause 15.9 (FATCA Deduction required to be made by a Finance 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the BorrowerCompany. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause clause 15.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 14.2 (Tax gross-up); (B) would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 14.2 (Tax gross-up) applied; or (iiiC) 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 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.314.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any loss, liability or cost related 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 overall net income received or receivable (but not any sum deemed to be received or receivable) by of that Finance Party;Party (or a branch thereof); or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 14.2 (Tax gross-up); or; (iiiB) to would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated because one of the extent a loss, liability or cost exclusions in paragraph (d) of Clause 14.2 (Tax gross up) applied; (C) relates to a FATCA Deduction required to be made by a Party; (D) arises under the law of any jurisdiction in which the Finance Party is subject to non-resident taxation in respect of amounts received in or from that jurisdiction; or (E) is related to any Tax assessed on the Finance Party resulting from an assignment or transfer by the Finance Party of any of its rights and obligations under the Finance Documents or a change by the Finance Party of its Facility Office to the extent provided in paragraph (e) of Clause 26.2 (Conditions of assignment or transfer). (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.314.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall shall, within ten (within five (510) Business Days of demand by of the Facility Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or cost which incurred in connection therewith, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 12.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance Party;Party is incorporated; or (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability or cost is compensated for by an increased payment under Clause 15.2 (the avoidance of doubt, not including any sum deemed for purposes of Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made received or receivable by a Partysuch Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, notify the Facility Agent.

Tax Indemnity. (aA) Without prejudice to Clause 15.2 (Tax gross-up)Except as provided below, the Borrower shall (within five (5) Business Days of demand by the Facility Agent) pay to indemnify a Protected Finance Party an amount equal to the against any loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax Tax, by that Protected Finance Party in respect of a Finance Document or the transactions occurring under such Finance Document. (bB) Paragraph (aA) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) Party under the law of the jurisdiction in which which: (a) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax Tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’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 received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or that Finance Party;’s Facility Office; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 clause 11.2 (Tax gross-up); or (iii) with respect to any Tax assessed prior to the extent date which is 180 days prior to the date on which the relevant Finance Party requests such a losspayment from the Borrower, liability or cost relates to unless a FATCA Deduction required to determination of the amount claimed could only be made by a Partyon or after the first of those dates. (cC) A Protected Finance Party making, or intending to make a claim under paragraph (aA) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify provide to the BorrowerCompany a copy of the notification by such Finance Party. (dD) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.3clause, notify the Facility Agent. The Finance Parties will undertake to use reasonable endeavours to obtain reliefs and remissions for taxes and deductions and to reimburse the Company for reliefs, remissions or credits obtained (but without any obligation to arrange its Tax affairs other than as it sees fit nor to disclose any information about its Tax affairs).

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax grossGross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall shall, within three (within five (53) Business Days of demand by of the Facility Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or cost which incurred in connection therewith, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 12.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or cost receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a loss, liability or cost relates any Tax relating to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Company shall (within five (5) three Business Days of demand by the Agent) pay (or procure payment) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or (acting in good faith) has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document or the transactions occurring under such Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed (directly or indirectly) 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office or other permanent establishment to which amounts received or receivable are attributable 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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 14.2 (Tax gross-up); or (iii) 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 (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerCompany. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.314.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or the transactions occurring under such Finance 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 clause 12.2 (Tax gross-up); (B) is compensated for by an increased payment under clause 12.5 (Indemnities on after Tax basis); or (iiiC) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party or any Obligor which is not 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3clause 12.3, notify the Agent.

Tax Indemnity. (aA) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or the transactions occurring under such Finance Document. (bB) Paragraph (aClause 12.3(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 for tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii2) to the extent a loss, liability or cost cost: (a) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); (b) would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in Clause 12.2(D) (Tax gross-up) applied; or (iiic) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cC) A Protected Party making, or intending to make 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (dD) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five three (53) Business Days of demand by the COFACE Agent) pay 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 or the transactions occurring under such Finance Document. (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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party; (ii) Party or to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 13.1 (Tax grossGross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 13.1 (Tax Gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraph (f) of Clause 13.1 (Tax Gross-up) applied. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the COFACE Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the COFACE Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.313.2, notify the COFACE Agent.

Tax Indemnity. (aA) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Senior Agent) pay 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 or the transactions occurring under such Finance Document. (bB) Paragraph (aA) 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 for tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii2) to the extent a loss, liability or cost cost: (a) is compensated for by an increased payment under Clause 15.2 13.1 (Tax gross-up); or (iiib) to would have been compensated for by an increased payment under Clause 13.1 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost exclusions in paragraph (D) of Clause 13.1 (Tax gross-up) applied; or (c) relates to a FATCA Deduction required to be made by a Party. (cC) A Protected Party making, or intending to make make, a claim under paragraph (aA) above shall promptly notify the Senior Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Senior Agent shall notify the Borrower. (dD) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.313.2, notify the Senior Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Borrower shall Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Company shall, within five (5) Business Days of demand by of the Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or cost which incurred in connection therewith, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 12.3 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party; (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; (ii) to any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is incorporated; or (iii) to any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Agent of the event which will give, or has given, giving rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the BorrowerCompany thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Company under this Clause 15.312.3, notify the Agent. (d) Paragraph (a) shall not apply to the extent any Tax is not notified to the Agent by the relevant Finance Party within three (3) Months of the relevant Finance Party becoming aware of the relevant Tax.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower HWDC or HWDM shall (within five (5) three Business Days of demand by the Facility Agent) pay 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 or 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:Party (excluding for these purposes, the Hedging Counterparty): (A) under the law of the jurisdiction in which that Finance Party (excluding for these purposes, the Hedging Counterparty) is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party (excluding for these purposes, the Hedging Counterparty) is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party (excluding for these purposes, the Hedging Counterparty) or the capital of that Finance Party;; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 13.2 (Tax gross-up); or (iii) 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 (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the BorrowerHWDC and HWDM. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.313.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 11.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 11.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located; (iii) to the extent a losscost, loss or liability or cost is compensated for by an increased payment under Clause 15.2 11.2 (Tax gross-up); or (iiiiv) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.311.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the 13.3.1 Each Borrower shall (within five (5) Business Days of demand by the AgentLender) pay 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above 13.3.2 Clause 13.3.1 shall not apply: (ia) with respect to any Tax assessed on a Finance Party: (A) Party under the law of the jurisdiction (or any political subdivision thereof) in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) , or under the law of the jurisdiction in which that Finance Party is resident for tax purposes, or in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;, or if that Tax is considered a franchise Tax (imposed in lieu of net income Tax) or a branch profits or similar Tax; or (iib) to the extent a loss, liability or cost cost: (i) is compensated for by an increased payment under Clause 15.2 13.2 (Tax gross-up); or; (ii) would have been compensated for by an increased payment with Clause 13.2 (Tax gross-up) but was not or will not be so compensated solely because of one of the exclusions in Clause 13.2 (Tax gross-up) applies or will apply; (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; or (iv) is compensated for by Clause 13.5 (Stamp taxes) or Clause 13.6 (Value added tax) (or would have been so compensated for under such Clause but was not so compensated solely because any of the exceptions set out therein applied). (c) 13.3.3 A Protected Party making, or intending to make a claim under paragraph (a) above Clause 13.3.1 shall notify the Agent Lender as soon as reasonably practicable of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent Lender shall notify the Borrowerrelevant Borrower of such claim. (d) 13.3.4 A Protected Party shall, on receiving a payment from an Obligor the relevant Borrower under this Clause 15.313.3, notify the AgentLender.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or the transactions occurring a transaction or payment under such Finance Documentit. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) with respect to Australian Withholding Tax in respect of any interest paid to an Offshore Associate of the relevant Obligor; or (iii) to the extent a the relevant loss, liability or cost cost: (A) is compensated for by an increased payment additional amount under Clause 15.2 (Tax gross-up); or (iiiB) 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, 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Borrowers shall (within five (5) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines (provided that such Protected Party provides the Italian Borrower with written evidence of the loss, liability or cost so determined) 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 other than any such loss, liability or cost that results from a transfer by a Lender of its interest in the transactions occurring Facilities or that arises on account of Tax under such Finance Documentlegislation in force on the date of this Agreement. (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 for tax purposes; or (B2) under the law of the jurisdiction in which that Finance Party’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 or attributable to an equivalent aggregate income tax base as defined in the relevant income tax provisions (but not any sum deemed to be received or receivablereceivable including any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (1) is compensated for by an increased payment under Clause 15.2 13.2 (Tax gross-up); or (iii2) to would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability exclusions in paragraph (d) or cost relates to a FATCA Deduction required to be made by a Party(g) of Clause 13.2 (Tax gross-up) applied. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall promptly notify the BorrowerBorrowers. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3Clause, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) 3 Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), if any Finance Party is required to pay any Tax on or in relation to a sum received or receivable under any Finance Document or if any Finance Party is determined, levied, claimed or assessed to be liable to pay any such sum, unless such sum results from the wilful misconduct or gross negligence of the Finance Party, the Borrower shall must promptly, within ten (within five (510) Business Days of demand request by the Facility Agent) pay to , indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result of such payment or liability, liability together with any reasonable interest, costs and expenses payable or cost which incurred as a result thereof, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 12.3 shall not applyapply to: (i) with respect to any Tax assessed imposed on a Finance Party: (A) under and calculated by reference to the law of the jurisdiction in which net income actually received or receivable by that Finance Party is incorporated or, if different, the in its jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; orof incorporation; (Bii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that any Tax is imposed on or and calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Facility Office of that Finance PartyParty in the jurisdiction in which that Facility Office is located; (iiiii) to the extent a loss, liability or cost is amounts compensated for by an increased payment under Clause 15.2 12.2 (Tax grossGross-up); or; (iiiiv) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; (v) goods and services or other value-added, consumption, sales, use or similar taxes (including any additions to Tax, if any) payable by a Finance Party (including in respect of interest, charges, or reimbursements paid by the Borrower in respect of the Loan (including those payable in respect of the fees and disbursements of legal counsel retained by the Finance Parties)); (vi) in the case of a Finance Party, withholding Taxes imposed on amounts payable to or for the account of such Finance Party with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Finance Party acquires such interest in the Loan or Commitment or (ii) such Finance Party changes its lending office, except in each case to the extent that, pursuant to Section 12, amounts with respect to such Taxes were payable either to such Finance Party’s assignor immediately before such Finance Party became a party hereto or to such Finance Party immediately before it changed its lending office; or (vii) Taxes attributable to a Finance Party’s or the Facility Agent’s failure to provide to the Obligor or the Facility Agent any tax forms, certifications, or other documentation described in Clause 12.6(e). (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall must notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall must notify the Borrower. (dc) A Protected Finance Party shallmust, on receiving a payment from an Obligor under in accordance with this Clause 15.312.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower 17.3.1 The Company shall (or shall procure that an Obligor will) (within five (5) three Business Days of demand by the Agent, such demand to be accompanied by a written calculation of the amount claimed by the Protected Party) pay 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) 17.3.2 Clause 17.3.1 above shall not apply: (iA) 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 for tax purposes; or (B2) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (iiB) to the extent a loss, liability or cost cost: (1) is compensated for by an increased payment under Clause 15.2 17.2 (Tax gross-up); or (iii2) to would have been compensated for by an increased payment under Clause 17.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in Clause 17.2.4 (Tax gross up) applied. (c) 17.3.3 A Protected Party making, or intending to make a claim under paragraph (a) Clause 17.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerCompany. (d) 17.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.317.3 (Tax indemnity), notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any loss, liability or cost related 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 for tax purposes; or; (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction; or (C) under the law of any jurisdiction in which that Finance Party otherwise does business, if that Tax is imposed on or calculated by reference to the overall net income received or receivable (but not any sum deemed to be received or receivable) by of that Finance Party;Party (or a branch thereof); or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraph (d) of Clause 12.2 (Tax gross up) applied. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or cost receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Agent of the event which will give, or has given, giving rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 13.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under any of the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Facility Agent, promptly indemnify each Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 13.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or cost receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a loss, liability or cost relates to a any Tax constituted by any FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to such claim, whereupon the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.313.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Each relevant Borrower shall (within five (5) 3 Business Days of a demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, any loss or liability or cost which that Protected Party determines will be or has been suffered (directly or indirectly) suffered by that Protected Party for or on account of Tax by that Protected Party in respect of relation to a Finance Document payment received or the transactions occurring receivable (or any payment deemed to be received or receivable) under such a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect apply to any Tax assessed on a Finance Party: (A) Party under the law 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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’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 (but not by that Finance Party. However, any sum payments deemed to be received or receivable) , including any amount treated as income but not actually received by that the Finance Party;, such as Tax Deduction, will not be treated as net income received or receivable for this purpose. (iic) Paragraph (a) above shall not apply to any Tax assessed on a Finance Party to the extent a loss, liability or cost cost: (i) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iiiii) to would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraph (d) of 12.2 (Tax gross-up) applied. (cd) A Protected Party making, or intending to make make, a claim under paragraph (a) above shall must promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after and such notice must be accompanied by reasonable particulars of the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)basis for the claim, following which the Facility Agent shall notify the affected Borrower. (de) A Protected Party shallmust, on receiving a payment from an Obligor a Borrower under this Clause 15.312.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the 11.3.1 The Original Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 tax by that Protected Party in respect of payments received or receivable by the Protected Party under a Finance Document or the transactions occurring under such Finance Document. (b) Paragraph (a) 11.3.2 Sub-clause 11. 3.1 above shall not apply: (ia) with respect to any Tax 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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax tax is imposed on or calculated by reference to the net income or profits received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;Party or is a franchise or similar tax; or (iib) with respect to any tax assessed on a Finance Party which is imposed as a result of a present or former connection between that Finance Party and the jurisdiction imposing that tax (or any political subdivision thereof) (other than any such connection arising as a result of that Finance Party having executed, delivered, become a party to, enforced or performed its obligations or received payments under, this agreement or any other Finance Document); or (c) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 11.2 (Tax gross-up); or (iiid) to the extent a that the loss, liability or cost relates is a result of failure by the Protected Party to a FATCA Deduction required to be made by a Partycomply with Clause 11.4 (Status of Foreign Lender). (c) 11.3.3 A Protected Party making, or intending to make a claim under paragraph (a) sub-clause 11.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Original Borrower. (d) 11.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.311.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Parent shall (within five (5) three Business Days of demand by the Agent) pay to indemnify a Protected Finance Party an amount equal to the against any 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 relation to a Finance Document payment received or the transactions occurring receivable (or any payment deemed to be received or receivable) under such a 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is (or, in the determination of the Finance Party, will be) compensated for by an increased payment under Clause 15.2 10.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 10.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraph (d) of Clause 10.2 (Tax gross-up) applied. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerParent. (d) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.310.3, notify the Agent.

Tax Indemnity. (aA) Without prejudice to Clause 15.2 (Tax gross-up)Except as provided below, the Borrower shall (within five (5) Business Days of demand by the relevant Facility Agent) pay to indemnify a Protected Finance Party an amount equal to the against any loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax Tax, by that Protected Finance Party in respect of a Finance Document or the transactions occurring under such Finance Document. (bB) Paragraph (aA) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) Party under the law of the jurisdiction in which which: (a) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’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 received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or that Finance Party;’s Facility Office; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause clause 15.2 (Tax gross-up); or (iii) with respect to any Tax assessed prior to the extent date which is 180 days prior to the date on which the relevant Finance Party requests such a losspayment from the Borrower, liability or cost relates to unless a FATCA Deduction required to determination of the amount claimed could only be made by a Partyon or after the first of those dates. (cC) A Protected Finance Party making, or intending to make a claim under paragraph (aA) above shall promptly notify the relevant Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the relevant Facility Agent shall notify provide to Kosmos a copy of the Borrowernotification by such Finance Party. (dD) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.3clause, notify the relevant Facility Agent. The Finance Parties will undertake to use reasonable endeavours to obtain reliefs and remissions for taxes and deductions and to reimburse Kosmos for reliefs, remissions or credits obtained (but without any obligation to arrange its tax affairs other than as it sees fit nor to disclose any information about its tax affairs).

Tax Indemnity. (a) Without prejudice to Clause 15.2 14.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Company shall, within five Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith provided that this Clause 14.3 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 14.2 (Tax gross-up); or; (iiiB) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; or (C) is not notified to the Facility Agent by the relevant Finance Party within six Months of such Finance Party becoming aware of such loss, liability or cost in accordance with paragraph (a) above. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerCompany thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.314.3, notify the Facility Agent.

Tax Indemnity. (aA) Without prejudice to Clause 15.2 (Tax gross-up)Except as provided below, the Original Borrower shall (within five (5) Business Days of demand by the Facility Agent) pay to indemnify a Protected Finance Party an amount equal to the against any loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax Tax, by that Protected Finance Party in respect of a Finance Document or the transactions occurring under such Finance Document. (bB) Paragraph (aA) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) Party under the law of the jurisdiction in which which: (a) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’s '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 received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or that Finance Party;'s Facility Office; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; or (iv) with respect to any Tax assessed prior to the date which is 180 days prior to the date on which the relevant Finance Party requests such a payment from the Original Borrower, unless a determination of the amount claimed could only be made on or after the first of those dates. (cC) A Protected Finance Party making, or intending to make a claim under paragraph (aA) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify provide to the BorrowerOriginal Borrower a copy of the notification by such Finance Party. (dD) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.3Clause, notify the Facility Agent. The Finance Parties will undertake to use reasonable endeavours to obtain reliefs and remissions for taxes and deductions and to reimburse that Obligor for reliefs, remissions or credits obtained (but without any obligation to arrange its tax affairs other than as it sees fit nor to disclose any information about its tax affairs).

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Company shall (within five (5) three Business Days of demand by the Facility Agent) pay to a Protected Party (through the Facility Agent) an amount equal to the loss, liability or cost which that Protected Party determines (in its discretion, but acting in good faith) 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party; (ii) with respect to any other payment of or for or on account of Tax by a Finance Party under the extent law of any jurisdiction referred to in sub-paragraph (i) above except where the same is incurred in connection with any requirement of the Company to make a lossdeduction or withholding for or on account of Tax, or to make a payment on account of Tax, in each case in respect of a Tax liability or cost is compensated for by an increased payment of that Finance Party, in respect of any payments under Clause 15.2 this Agreement (Tax gross-upincluding a failure to comply with such requirement); or (iii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 13.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied; or (C) arises as a result of the gross negligence or wilful default of a Finance Party or the failure of that Finance Party to complete any procedural formalities in connection with any Tax which that Finance Party has been reasonably requested to perform by the Company or the relevant tax authorities and which it is within the control of that Finance Party to complete (without incurring any cost relates to a FATCA Deduction required or expense other than any cost or expense which that Finance Party considers to be made immaterial or which is met by a Partythe Company). (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the BorrowerCompany. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.313.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Company shall (within five (5) Business Days of demand by the Interim Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines (acting reasonably and in good faith) 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 or the transactions occurring under such Finance an Interim Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a an Interim Finance Party: (A) Party under the law of the jurisdiction in which which: (A) that Interim Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Interim Finance Party is treated as resident for tax purposes; (B) that Interim Finance Party has a permanent establishment to which income under an Interim Document is attributed in respect of amounts received or receivable in that jurisdiction; or (BC) under the law of the jurisdiction in which that Interim Finance Party’s Facility Office is located in respect of amounts received or receivable under the Interim Documents in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income or gains received or receivable (but not any sum deemed to be received or receivable) by that Interim Finance Party;; or (ii) to the extent a loss, loss or liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 10.1 (Tax grossGross-up); (B) would have been compensated for by an increased payment under Clause 10.1 (Gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 10.1 (Gross-up) applied; (C) is compensated for by payment of an amount under Clause 10.4 (Stamp Taxes) or Clause 10.7 (Value added taxes) or would have been compensated for by payment under those Clauses but was not so compensated solely because one of the exclusions in those Clauses applied; (D) is attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence of any Bank Levy); or (iiiE) 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 (a) above shall promptly notify the Company and the Interim Facility Agent of the event which has given, or will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Agent shall notify the Borrowerclaim. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 17.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Company shall, within five Business Days of written demand of the Facility Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 17.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on or calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located; or (iii) the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 17.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerCompany thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.317.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five three (53) Business Days of demand by the COFACE Agent) pay 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 or the transactions occurring under such Finance Document. (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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party; (ii) Party or to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 13.1 (Tax grossGross-up); (B) would have been compensated for by an increased payment under Clause 13.1 (Tax Gross-up) but was not so compensated solely because one of the exclusions in paragraph (f) of Clause 13.1 (Tax Gross-up) applied; or (iiiC) 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 (a) above shall promptly notify the COFACE Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the COFACE Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.313.2, notify the COFACE Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the 11.3.1 The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 tax by that Protected Party in respect of payments received or receivable by the Protected Party under a Finance Document or the transactions occurring under such Finance Document. (b) Paragraph (a) 11.3.2 Sub-clause 11. 3.1 above shall not apply: (ia) with respect to any Tax 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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax tax is imposed on or calculated by reference to the net income or profits received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;Party or is a franchise or similar tax; or (iib) with respect to any tax assessed on a Finance Party which is imposed as a result of a present or former connection between that Finance Party and the jurisdiction imposing that tax (or any political subdivision thereof) (other than any such connection arising as a result of that Finance Party having executed, delivered, become a party to, enforced or performed its obligations or received payments under, this agreement or any other Finance Document); or (c) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 11.2 (Tax gross-up); or (iiid) to the extent a that the loss, liability or cost relates is a result of failure by the Protected Party to a FATCA Deduction required to be made by a Partycomply with Clause 11.4 (Status of Foreign Lender). (c) 11.3.3 A Protected Party making, or intending to make a claim under paragraph (a) sub-clause 11.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) 11.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.311.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any loss, liability or cost related 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 for tax purposes; or; (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction; or (C) under the law of any jurisdiction in which that Finance Party otherwise does business or has a present or former connection, if that Tax is imposed on or calculated by reference to the overall net income received or receivable (but not any sum deemed to be received or receivable) by of that Finance Party;Party (or a branch thereof); or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); (B) would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated because one of the exclusions in paragraph (d) of Clause 12.2 (Tax gross up) applied; or (iiiC) is related to any Tax assessed on the Finance Party resulting from an assignment or transfer by the Finance Party of any of its rights and obligations under the Finance Documents or a change by the Finance Party of its Facility Office to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyprovided in paragraph (f) of Clause 23.2. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (aA) Without prejudice to Clause 15.2 (Tax gross-up)Except as provided below, the Borrower shall (within five (5) Business Days of demand by the Facility Agent) pay to indemnify a Protected Finance Party an amount equal to the against any loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax Tax, by that Protected Finance Party in respect of a Finance Document or the transactions occurring under such Finance Document. (bB) Paragraph (aA) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) Party under the law of the jurisdiction in which which: (a) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’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 received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or that Finance Party;’s Facility Office; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause clause 15.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; or (iv) with respect to any Tax assessed prior to the date which is 180 days prior to the date on which the relevant Finance Party requests such a payment from the Borrower, unless a determination of the amount claimed could only be made on or after the first of those dates. (cC) A Protected Finance Party making, or intending to make a claim under paragraph (aA) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify provide to Kosmos a copy of the Borrowernotification by such Finance Party. (dD) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.3clause, notify the Facility Agent. The Finance Parties will undertake to use reasonable endeavours to obtain reliefs and remissions for taxes and deductions and to reimburse Kosmos for reliefs, remissions or credits obtained (but without any obligation to arrange its tax affairs other than as it sees fit nor to disclose any information about its tax affairs).

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the 11.3.1 The Original Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 tax by that Protected Party in respect of payments received or receivable by the Protected Party under a Finance Document or the transactions occurring under such Finance Document. (b) Paragraph (a) 11.3.2 Sub-clause 11.3.1 above shall not apply: (ia) with respect to any Tax 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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax tax is imposed on or calculated by reference to the net income or profits received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;Party or is a franchise or similar tax; or (iib) with respect to any tax assessed on a Finance Party which is imposed as a result of a present or former connection between that Finance Party and the jurisdiction imposing that tax (or any political subdivision thereof) (other than any such connection arising as a result of that Finance Party having executed, delivered, become a party to, enforced or performed its obligations or received payments under, this agreement or any other Finance Document); or (c) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 11.2 (Tax gross-up); or (iiid) to the extent a that the loss, liability or cost relates is a result of failure by the Protected Party to a FATCA Deduction required to be made by a Partycomply with Clause 11.4 (Status of Foreign Lender). (c) 11.3.3 A Protected Party making, or intending to make a claim under paragraph (a) sub-clause 11.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Original Borrower. (d) 11.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.311.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five 3 (5three) Business Days of demand by the Facility Agent) pay 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 or the transactions occurring under such Finance Document. (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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s 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 (but not any sum deemed to be received or receivablereceivable including for these purposes amounts paid to or on behalf of such Finance Parties pursuant to Clause 10.1 (Tax Gross-up) or this Clause 10.2) by that Finance Party; (ii) Party or to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 10.1 (Tax grossGross-up); or (iii) 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 (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the Borrower; provided, however, the failure to give such notice shall not relieve the Borrower of its obligation to indemnify the Protected Party with respect to such claim. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.310.2, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost exclusions in Clause 12.2(d) (Tax gross-up) applied; or (C) 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 Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerBorrower and the relevant Obligor. (div) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 14.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraph (d) of Clause 14.2 (Tax gross-up) applied. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.314.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Borrowers shall (within five (5) Business Days of demand by the Facility Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party; (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 13.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied; or (C) is attributable to any Bank Xxxx; (iii) to the extent a that such loss, liability or cost relates has not been notified to a FATCA Deduction required to be made the Company by a Partythe relevant Finance Party within 2 months of such Finance Party becoming aware of the existence of the same. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall promptly notify the BorrowerCompany. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.313.3, notify the Facility Agent.

Tax Indemnity. (aA) Without prejudice to Clause 15.2 (Tax gross-up)Except as provided below, the Borrower Borrowers shall (within five (5) Business Days of demand by the Facility Agent) pay to indemnify a Protected Finance Party an amount equal to the against any loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Protected Finance Party in respect of a Finance Document or the transactions occurring under such Finance Document. (bB) Paragraph (aA) above shall not apply: (i) with respect to any the Tax assessed on a Finance Party: (A) Party under the law of the any jurisdiction in which which: (a) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’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 received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or that Finance Party’s Facility Office; (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 clause 13.2 (Tax gross-up); or; (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; (iv) to the extent a loss, liability or cost is attributable to an amount that would have been compensated for, but was not so compensated solely because one of the exclusions in paragraph (G) in clause 13.2 (Tax gross-up)) applied; or (v) with respect to any Tax assessed prior to the date which is 180 days prior to the date on which the relevant Finance Party requests such a payment from the Company, unless a determination of the amount claimed could only be made on or after the first of those dates. (cC) A Protected Finance Party making, or intending to make a claim under paragraph (aA) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify provide to the BorrowerCompany a copy of the notification by such Finance Party. (dD) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.3clause, notify the Facility Agent. The Finance Parties will undertake to use reasonable endeavours to obtain reliefs and remissions for taxes and deductions and to reimburse that Obligor for reliefs, remissions or credits obtained (but without any obligation to arrange its tax affairs other than as it sees fit nor to disclose any information about its tax affairs).

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any loss, liability or cost related 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 for tax purposes; or; (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction; or (C) under the law of any jurisdiction in which that Finance Party otherwise does business, if that Tax is imposed on or calculated by reference to the overall net income received or receivable (but not any sum deemed to be received or receivable) by of that Finance Party;Party (or a branch thereof); or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 13.2 (Tax gross-up); or (iiiB) would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated as a result of a Finance Party’s failure to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partycomply with sub-clause 13.2(f). (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.313.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 14.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document.payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed imposed on a and calculated by reference to the net income actually received or receivable by such Finance Party: Party (Abut, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) under the law of by the jurisdiction in which that such Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or; (Bii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that to any Tax is imposed on or and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that Finance Party; (ii) to the extent a loss, liability or cost jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a lossthat such payment, liability liability, interest, penalty, cost or cost expense: (A) relates to a FATCA Deduction required to be made by a Party; (B) is compensated for by an increased payment under Clause 14.2 (Tax gross up); or (C) would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because the exclusion in paragraph (e) of Clause 14.2 (Tax gross-up) applied. (c) A Protected Finance Party making, 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Finance Party shall, on receiving a payment from an Obligor a Loan Party under this Clause 15.314.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower An Obligor shall (within five (5) three Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 13.2 (Tax gross-up); (B) would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied; or (iiiC) is attributable to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a PartyWithholding Tax. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerObligor. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.313.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the 12.3.1 The Borrower shall (within five three (53) Business Days of demand by the Facility Agent) pay 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 or the transactions occurring under such Finance Facility Document. (b) Paragraph (a) above 12.3.2 Clause 12.3.1 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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’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 income, profits or gains received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;; or (iib) with respect to a Tax assessed on a Finance Party by a jurisdiction solely as a result of that Finance Party being connected with that jurisdiction by virtue of that Finance Party being treated, under the laws of that jurisdiction, as engaging or having engaged in business in, having or having had an office, branch or permanent establishment in, or being or having been a citizen or resident of, or present in, or incorporated or created in or under the laws of, that jurisdiction, in each case, except to the extent that such Tax is assessed as a result of that Finance Party being connected with that jurisdiction as a consequence of the transactions contemplated by the Facility Documents; or (c) to the extent that a loss, liability or cost is compensated for by an increased payment under Clause 15.2 (Tax gross-up)clause 12.2; or (iiid) with respect to Taxes which are imposed on or suffered by a Protected Party as a result of the fraud, wilful misconduct or gross negligence of such Protected Party; or (e) with respect to Taxes which would not have arisen but for a failure by a Lender to file in a timely manner any relevant tax return, tax computation, statement, document or specifically identified claim form which such Lender was obliged to file by any Applicable Law of its jurisdiction of incorporation or the jurisdiction of its Facility Office or any other jurisdiction in which such Lender carries on business and (in each such case) which such Lender was aware it was obliged by Applicable Law to file, in each case, except to the extent that such failure results from any Borrower Party’s failure to provide any information, documentation and/or cooperation if and when reasonably requested to do so by such Lender; or (f) with respect to a loss, liability or cost relates to a FATCA Deduction required to be made which would have been compensated by a Partyan increased payment under clause 12.2 but was not so compensated solely because the exclusion in clause 12.2.6 applied. (c) 12.3.3 A Protected Party making, making or intending to make a claim under paragraph (a) above clause 12.3.1 shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the Borrower. (d) 12.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3clause 12.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, MCL shall, within 3 Business Days of a demand, promptly indemnify the Finance Document Party which suffers a loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 14.3 shall not apply:apply to:- (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located; or (iii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 14.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under pursuant to paragraph (a) above shall notify the Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, with reasonable particulars of the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)same, following which whereupon the Agent shall notify the BorrowerMCL thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower Each Obligor shall (within five (5) three Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction; or (C) under the law of the jurisdiction in which that Finance Party has a permanent establishment and/or permanent representative to which income under this Agreement is attributed 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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 (Tax gross‑up) or Clause 15.7 (FATCA Deduction and gross-upup by Obligor); or; (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; (iv) 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); or (v) with respect to any deductions or withholdings under the Savings Directive. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerObligors. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.. PRAGUE 2451640 38

Tax Indemnity. (aA) Without prejudice to Clause 15.2 (Tax gross-up)Except as provided below, the Borrower Borrowers shall (within five (5) Business Days of demand by the Facility Agent) pay to indemnify a Protected Finance Party an amount equal to the against any loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Protected Finance Party in respect of a Finance Document or the transactions occurring under such Finance Document. (bB) Paragraph (aA) above shall not apply: (i) with respect to any the Tax assessed on a Finance Party: (A) Party under the law of the any jurisdiction in which which: (a) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’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 received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or that Finance Party’s Facility Office; (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 clause 13.2 (Tax gross-up); or; (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; (iv) to the extent a loss, liability or cost is attributable to an amount that would have been compensated for, but was not so compensated solely because one of the exclusions in paragraph (G) in clause 13.2 (Tax gross-up) applied; or (v) with respect to any Tax assessed prior to the date which is 180 days prior to the date on which the relevant Finance Party requests such a payment from the Company, unless a determination of the amount claimed could only be made on or after the first of those dates. (cC) A Protected Finance Party making, or intending to make a claim under paragraph (aA) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify provide to the BorrowerCompany a copy of the notification by such Finance Party. (dD) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.3clause, notify the Facility Agent. The Finance Parties will undertake to use reasonable endeavours to obtain reliefs and remissions for taxes and deductions and to reimburse that Obligor for reliefs, remissions or credits obtained (but without any obligation to arrange its tax affairs other than as it sees fit nor to disclose any information about its tax affairs).

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or the transactions occurring under such Finance 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party; (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 clause 14.2 (Tax gross-up); or (B) would have been compensated by an increased payment under clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in clause 14.2(d) (Tax gross-up) applied; (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; or (iv) to the extent a loss, liability or cost relates to a Tax Deduction for Excluded Taxes. (c) A Protected Party making, or intending to make a claim under paragraph (aclause 14.3(a) above above, shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3clauses 14.3(a) to 14.3(b), notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall shall, within three (within five (53) Business Days of demand by of the Facility Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or cost which incurred in connection therewith, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 12.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or cost receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) any payment or liability to the extent a loss, liability or cost relates relating to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower or a Guarantor under this Clause 15.312.3, notify the Facility Agent.

Tax Indemnity. (aA) Without prejudice to Clause 15.2 (Tax gross-up)Except as provided below, the Original Borrower shall (within five (5) Business Days of demand by the Facility Agent) pay to indemnify a Protected Finance Party an amount equal to the against any loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax Tax, by that Protected Finance Party in respect of a Finance Document or the transactions occurring under such Finance Document. (bB) Paragraph (aA) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) Party under the law of the jurisdiction in which which: (a) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’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 received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or that Finance Party;’s Facility Office; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause clause 15.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; or (iv) with respect to any Tax assessed prior to the date which is 180 days prior to the date on which the relevant Finance Party requests such a payment from the Original Borrower, unless a determination of the amount claimed could only be made on or after the first of those dates. (cC) A Protected Finance Party making, or intending to make a claim under paragraph (aA) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify provide to the BorrowerOriginal Borrower a copy of the notification by such Finance Party. (dD) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.3clause, notify the Facility Agent. The Finance Parties will undertake to use reasonable endeavours to obtain reliefs and remissions for taxes and deductions and to reimburse that Obligor for reliefs, remissions or credits obtained (but without any obligation to arrange its tax affairs other than as it sees fit nor to disclose any information about its tax affairs).

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall shall, within ten (within five (510) Business Days of demand by of the Facility Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or cost which incurred in connection therewith, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 12.3 shall not apply: (i1) 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 for tax purposes; or; (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction; or (C) under the laws of Malaysia, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii2) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.312.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 1.2 (Tax grossGross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in respect relation to any sum received or receivable under the Finance Documents the Borrower shall, upon written demand of a Finance Document or the transactions occurring under Facility Agent, within three (3) Business Days of receiving such written demand, indemnify such Finance DocumentParty accordingly, together with any interest, penalties, costs and expenses payable or incurred in connection therewith. (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 for tax purposes; or; (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located located, or, if different, the jurisdiction in which that Finance Party's Facility Office is treated as resident for tax purposes, 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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a Tax, loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 11.2 (Tax grossGross-up); or (iiiB) to would have been compensated for by an increased payment under clause 11.2 (Tax Gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in clause 11.2(c) (Tax Gross-up) applied. (c) A Protected Party makingFurther, without prejudice to Clause 11.2 (Tax Gross-up) the Borrower shall pay and, within five (5) Business Days of demand, indemnify any Lender, the Facility Agent or intending the Security Agent against any cost, loss or liability any Lender, Facility Agent or Security Agent may incur in relation to make a claim under paragraph (a) above shall notify stamp duty, other similar transfer tax or notary fees in connection with the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Agent shall notify the BorrowerFinance Documents. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 14.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Company shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause14.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually received or receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or cost receivable by such Finance Party but not actually received or receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a any loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Agent of the event which will give, or has given, giving rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the BorrowerCompany thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.314.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) Business Days seven days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, notify the Agent. (e) A Protected Party shall, as soon as practicable after a request from the Agent, provide a certificate confirming the amount of the loss, liability or cost referred to in paragraph (a) above and the basis thereof.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower 15.11.1 The Parent shall (within five (5) three Business Days of demand by the Facility Agent) pay 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 or the transactions occurring under such Finance Financing Document. (b) Paragraph (a) 15.11.2 Sub-clause 15.11.1 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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (iib) to the extent a loss, liability or cost cost: (i) is compensated for by an increased payment under Clause 15.2 15.5 (Tax gross-upWithholdings); or (ii) would have been compensated for by an increased payment under Clause 15.5 (Withholdings) but was not so compensated solely because one of the exclusions to Clause 15.5 (Withholdings) applied; or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (c) 15.11.3 A Protected Party making, or intending to make a claim under paragraph (a) sub-clause 15.11.1 above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the BorrowerParent. (d) 15.11.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.315.11 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Borrower shall Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Obligors shall, within five (5) Business Days of demand by of the Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or cost which incurred in connection therewith, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 12.3 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party; (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; (ii) to any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is incorporated; or (iii) to any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Agent of the event which will give, or has given, giving rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the BorrowerCompany thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Obligors under this Clause 15.312.3, notify the Agent. (d) Paragraph (a) shall not apply to the extent any Tax is not notified to the Agent by the relevant Finance Party within three (3) Months of the relevant Finance Party becoming aware of the relevant Tax.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower 14.3.1 The Company shall (or shall procure that an Obligor will) (within five (5) three Business Days of demand by the Agent, such demand to be accompanied by a written calculation of the amount claimed by the Protected Party) pay 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 or the transactions occurring under such Finance 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: (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 for tax purposes; or (B2) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (iiB) to the extent a loss, liability or cost cost: (1) is compensated for by an increased payment under Clause 15.2 14.2 (Tax gross-up); or (iii2) to would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in Clause 14.2.4 (Tax gross-up) applied. (c) 14.3.3 A Protected Party making, or intending to make a claim under paragraph (a) Clause 14.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerCompany. (d) 14.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.314.3 (Tax indemnity), notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The 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 to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 11.2 (Tax gross-up); or (iiiB) 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 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the BorrowerObligors. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.311.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Company shall (within five (5) three Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 13.2 (Tax gross-up); (B) would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied; or (iiiC) 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 (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerCompany. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.313.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Account Party shall (within five (5) three Business Days of demand by the Facility Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 clause 13.2 (Tax grossGross-upUp); (B) would have been compensated for by an increased payment under clause 13.2 (Tax Gross-Up) but was not so compensated solely because one of the exclusions in clause 13.2(d) (Tax Gross-Up) applied; or (iiiC) 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 (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the BorrowerAccount Party. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3clause 13.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the 12.3.1 Each Borrower and each Guarantor shall (within five (5) three Business Days of demand by the Agent) pay 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above 12.3.2 Clause 12.3.1 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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (iib) to the extent a loss, liability or cost cost: (i) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); (ii) would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in Clause 12.2.4 (Tax gross-up) applied; or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (c) 12.3.3 A Protected Party making, or intending to make a claim under paragraph (a) above Clause 12.3.1 shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerBorrowers. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 Except as provided by paragraph (Tax gross-up)b) below, the Borrower Parent shall, or shall (within five (5) Business Days of procure that an Obligor shall, on demand by the Agent) pay 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 or the transactions occurring under such Senior Finance 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 for tax Tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 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 (but not any 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 that the Finance Party;Party (such as a Tax Deduction), is not income received or receivable for this purpose; or (ii) if and to the extent that a loss, liability or cost (a) is compensated for by an increased payment pursuant to Clause 16.3 (Tax Gross-Up) or (b) would have been compensated for by an increased payment under Clause 15.2 16.3 (Tax gross-up); or (iiiGross Up) to but was not so compensated solely because one or more of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in Clause 16.3(f) applies. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerObligors’ Agent. (d) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.3paragraph (a) above, notify the Agent. (e) Notwithstanding the foregoing provisions of this Clause 16: (i) no Finance Party shall be entitled to make any claim under this Clause 16.4 in respect of losses or costs if the Finance Party does not notify the Agent of its intention to claim pursuant to this Clause 16.4 within ninety days after the date on which that Finance Party or its Holding Company becomes aware of the relevant losses or costs; and (ii) no Finance Party shall be entitled to make any claim pursuant to Clause 16.4 in respect of any losses or costs on any date falling later than nine months after the discharge of all obligations and liabilities of the Obligors hereunder and termination of this Agreement.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax grossGross-upUp), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any ​ ​ ​ 32 ​ ​ ​ interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or cost receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Agent of the event which will give, or has given, giving rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 13.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall (shall, within five (5) Business Days days of demand by of the Facility Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable 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 incurred in respect of a Finance Document or the transactions occurring under such Finance Documentconnection therewith. (b) Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Finance Partythe Lender: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that any Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance Party;Party is incorporated; or (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability or cost is compensated for by an increased payment under Clause 15.2 (the avoidance of doubt, not including any sum deemed for purposes of Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made received or receivable by a Partysuch Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (c) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerBorrower thereof. (d) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.313.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 11.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party, whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall (within five three (53) Business Days of demand by the Agent) pay to indemnify the Finance Party which determines it has suffered a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability together with any interest, liability penalties, costs and expenses payable 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 incurred in respect of a Finance Document or the transactions occurring under such Finance Documentconnection therewith. (b) Paragraph Sub-clause (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Partyimposed: (A) under the law of by the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) jurisdictions in which that Finance Party is treated as resident for tax purposes; or (B) under the law of by the jurisdiction in which that Finance Party’s its Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax located; or (C) which is imposed on or calculated by reference to the net income actually received or receivable (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by that Finance Party but not actually received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 11.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost 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 sub-clause (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the Borrower. (d) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.311.3 (Tax indemnity), notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 11.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party, whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall (within five three (53) Business Days of demand by the Administrative Agent), indemnify such Finance Party for the full amount of any Indemnified Taxes or Other Taxes (other than any Excluded Taxes) pay (including Indemnified Taxes or Other Taxes (other than any Excluded Taxes) imposed or asserted on or attributable to a Protected Party an amount equal amounts payable under this Clause 11) paid by the relevant Finance Party, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Agency. A certificate as to the lossamount of such payment or liability delivered to the Borrower by the relevant Finance Party (with a copy to the Administrative Agent), liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for by the Administrative Agent on its own behalf or on account of Tax by that Protected Party in respect behalf of a Finance Document or the transactions occurring under such Finance DocumentParty, shall be conclusive absent manifest error. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Partyimposed: (A) under the law of by 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 for tax purposesincorporated; or (B) under the law of by the jurisdiction in which that Finance Party’s its Facility Office is located in respect of amounts received or receivable in that jurisdictionlocated, if that Tax which is imposed on or calculated by reference to the net income actually received or receivable (but not including any sum deemed for purposes of Tax to be received or receivable by that Finance Party but not actually received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 11.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost 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 promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Administrative Agent shall notify the Borrower. (d) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.311.3, notify the Administrative Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three (3) business days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance Party;Party is incorporated; or (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability or cost is compensated for by an increased payment under Clause 15.2 (the avoidance of doubt, not including any sum deemed for purposes of Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made received or receivable by a Partysuch Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3 , notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 11.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 11.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraph (d) of Clause 11.2 (Tax gross-up) applied. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.311.3, notify the Agent. (e) Any claim by a Protected Party under this Clause 11.3 shall be made within four months after the later of the date on which the relevant Protected Party first became aware of that Tax and the date on which the consequential loss, liability or cost was incurred by that Protected Party.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within five Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such payment or liability, together with any interest, penalties, costs and expenses (other than any internal costs and expenses or administrative expenses incurred by such Finance Document. (bParty) Paragraph (a) above payable or incurred in connection therewith, provided that this Clause 12.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance Party;Party is incorporated; or (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability or cost is compensated for by an increased payment under Clause 15.2 (the avoidance of doubt, not including any sum deemed for purposes of Tax gross-up); or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made received or receivable by a Partysuch Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall as soon as reasonably practicable notify the Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Facility Agent shall as soon as reasonably practicable notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, shall as soon as reasonably practicable notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 10.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Borrower shall Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Company shall, within five three (53) Business Days of demand by of the relevant Facility Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or cost which incurred in connection therewith, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 10.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or cost receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the relevant Facility Agent of the event which will give, or has given, giving rise to the claim within 120 days after claim, whereupon the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the relevant Facility Agent shall notify the BorrowerCompany thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.310.3, notify the relevant Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 or 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied. (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, given rise to the claim within 120 days after claim, which notice shall be accompanied by a reasoned statement of the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)basis for such claim, following which the Agent shall notify the BorrowerBorrower (with a copy of the accompanying statement). (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (aA) Without prejudice to Clause 15.2 (Tax gross-up)Except as provided below, the Borrower shall (within five (5) Business Days of demand by the Facility Agent) pay to indemnify a Protected Finance Party an amount equal to the against any loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax Tax, by that Protected Finance Party in respect of a Finance Document or the transactions occurring under such Finance Document. (bB) Paragraph (aA) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) Party under the law of the jurisdiction in which which: (a) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (Bb) under the law of the jurisdiction in which that Finance Party’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 received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or that Finance Party;’s Facility Office; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 clause 13.2 (Tax gross-up); or (iii) with respect to any Tax assessed prior to the extent date which is 180 days prior to the date on which the relevant Finance Party requests such a losspayment from the Borrower, liability or cost relates to unless a FATCA Deduction required to determination of the amount claimed could only be made by a Partyon or after the first of those dates. (cC) A Protected Finance Party making, or intending to make a claim under paragraph (aA) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify provide to the BorrowerCompany a copy of the notification by such Finance Party. (dD) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.3clause, notify the Facility Agent. The Finance Parties will undertake to use reasonable endeavours to obtain reliefs and remissions for taxes and deductions and to reimburse the Company for reliefs, remissions or credits obtained (but without any obligation to arrange its tax affairs other than as it sees fit nor to disclose any information about its tax affairs).

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party, whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall (within five (5) three Business Days of demand by the Agent) pay to indemnify the Finance Party which determines it has suffered a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability together with any interest, liability penalties, costs and expenses payable 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 incurred in respect of a Finance Document or the transactions occurring under such Finance Documentconnection therewith. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Partyimposed: (A) under the law of by 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 for tax purposesincorporated; or (B) under the law of by the jurisdiction in which that Finance Party’s its Facility Office is located in respect of amounts received or receivable in that jurisdictionlocated, if that Tax which is imposed on or calculated by reference to the net income actually received or receivable (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by that Finance Party but not actually received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost 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 promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the Borrower. (d) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 The Borrower shall, within three (Tax gross-up), the Borrower shall (within five (53) Business Days of demand by the Agent) any Senior Finance Party, pay to a Protected such Senior Finance Party an amount equal to the loss, liability or cost which that Protected Senior Finance Party 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 the Senior Finance Document or the transactions occurring under such Finance DocumentDocuments. (b) Paragraph (a) above shall not apply: (i) with respect to any income Tax (excluding any Tax imposed on any gross up payments made by the Borrower under the Senior Finance Documents) assessed on a Senior Finance Party: (A) under the law of the jurisdiction (or jurisdictions) 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 for tax purposes; or (B) under the law of the jurisdiction in which that Senior Finance Party’s 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 revenue or net income received or receivable (but not any sum deemed to be received or receivable) by that Senior Finance Party;; or (ii) to the extent a that the loss, liability or cost is compensated for by an increased payment under Clause 15.2 9.1 (Tax gross-up); or , Clause 9.3 (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made and gross-up by the Borrower and Equity Parties) or paragraph (b) of Clause 9.4 (FATCA Deduction by the Senior Finance Parties), or by a Partypayment under paragraph (c) of Clause 9.4 (FATCA Deduction by the Senior Finance Parties). (c) A Protected Senior Finance Party making, making or intending to make a claim under paragraph (a) above shall promptly notify the Intercreditor Agent of the event which will givewill, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Intercreditor Agent shall notify the Borrower. (d) A Protected Senior Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.325.2, notify the AgentIntercreditor Agent of such payment having been made.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the A Borrower shall (within five (5) ten Business Days of written demand by the Facility Agent) pay 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 payment of that Borrower under the Finance Document Documents. The Protected Party shall within five Business Days’ of request by that Borrower provide to that Borrower reasonable written details explaining the loss, liability or cost and the transactions occurring under such Finance Documentcalculation of the amount claimed by the Protected Party. (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 (Tax grossGross-up); or; (iiiB) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party; or (C) is suffered or incurred by a Finance Party in respect of a Bank Levy. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor a Borrower under this Clause 15.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the 10.3.1 The Borrower shall (within five (5) three Business Days of demand by the Agent) pay 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 tax by that Protected Party in respect of payments received or receivable by the Protected Party under a Finance Document or the transactions occurring under such Finance Document. (b) Paragraph (a) 10.3.2 Sub-clause 10.3.1 above shall not apply: (ia) with respect to any Tax 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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax tax is imposed on or calculated by reference to the net income or profits received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;Party or is a franchise or similar tax; or (iib) with respect to any tax assessed on a Finance Party which is imposed as a result of a present or former connection between that Finance Party and the jurisdiction imposing that tax (or any political subdivision thereof) (other than any such connection arising as a result of that Finance Party having executed, delivered, become a party to, enforced or performed its obligations or received payments under, this agreement or any other Finance Document); or (c) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 10.2 (Tax gross-up); or (iiid) to the extent a that the loss, liability or cost relates is a result of failure by the Protected Party to a FATCA Deduction required to be made by a Partycomply with Clause 10.4 (Status of Foreign Lender). (c) 10.3.3 A Protected Party making, or intending to make a claim under paragraph (a) sub-clause 10.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) 10.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.310.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Parent shall (within five (5) three Business Days of demand by the Agent) pay to indemnify a Protected Finance Party an amount equal to the against any 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 relation to a Finance Document payment received or the transactions occurring receivable (or any payment deemed to be received or receivable) under such a 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost cost: (A) is (or, in the determination of the Finance Party, will be) compensated for by an increased payment under Clause 15.2 10.2 (Tax gross-up); or (iiiB) to would have been compensated for by an increased payment under Clause 10.2 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraph (d) of Clause 10.2 (Tax gross-up) applied. (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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerParent. (d) A Protected Finance Party shall, on receiving a payment from an Obligor under this Clause 15.310.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the 12.3.1 The Borrower shall (within five (5) ten Business Days of demand by the Agent) pay 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) 12.3.2 Sub-clause 12.3.1 above shall not apply: (ia) 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s '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 (but not any sum deemed to be received or receivable) by that Finance Party;; or (iib) to the extent a loss, liability or cost cost: (A) is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); (B) would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in sub-clause 12.2.4 of Clause 12.2 (Tax gross-up) applied; or (iiiC) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (c) 12.3.3 A Protected Party making, or intending to make make, a claim under paragraph (a) sub-clause 12.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) 12.3.4 A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party, whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall (within five three (53) Business Days of demand by the Agent) pay to indemnify the Finance Party which determines it has suffered a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability together with any interest, liability penalties, costs and expenses payable 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 incurred in respect of a Finance Document or the transactions occurring under such Finance Documentconnection therewith. (b) Paragraph Sub-clause (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Partyimposed: (A) under the law of by the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) jurisdictions in which that Finance Party is treated as resident for tax purposes; or (B) under the law of by the jurisdiction in which that Finance Party’s its Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax located; or (C) which is imposed on or calculated by reference to the net income actually received or receivable (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by that Finance Party but not actually received or receivable) by that Finance Party;; or (ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 12.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost 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 sub-clause (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the Borrower. (d) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.312.3 (Tax indemnity), notify the Agent.

Tax Indemnity. (a) Without prejudice The Borrower shall, to Clause 15.2 (Tax gross-up)the extent permitted by the laws of the Republic of France, the Borrower shall (within five (5) three Business Days of demand by the Facility Agent) pay 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 or the transactions occurring under such Finance DocumentParty. (b) Paragraph (a) above shall not apply: (i) apply 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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;. (iic) Paragraph (a) above shall not apply with respect to the extent a any loss, liability or cost which would have been covered by paragraph (c) of Clause 13.2 (Tax gross-up) and which a Protected Party suffers as a result of the Borrower making a Tax Deduction which is compensated for required by an increased payment under law in circumstances other than those set out in paragraph (d) of Clause 15.2 13.2 (Tax gross-up); or (iii) to the extent a loss, liability or cost 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall notify the Borrower. (de) A Protected Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.313.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 14.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall (shall, within five (5) Business Days of demand by of the Agent) pay to , promptly indemnify the Finance Party which suffers a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or cost which incurred in connection therewith, provided 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) above this Clause 14.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or cost receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Agent of the event which will give, or has given, giving rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an Obligor the Borrower under this Clause 15.314.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 12.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within 10 Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document. (b) Paragraph (a) above payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not applyapply to: (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 for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that the jurisdiction in which such Finance PartyParty is incorporated; (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or cost receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party. (cb) A Protected Finance Party making, or intending to make a claim under paragraph (a) above shall notify the Agent of the event which will give, or has given, giving rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which whereupon the Agent shall notify the BorrowerBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from an a Transaction Obligor under this Clause 15.312.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 14.2 (Tax gross-up), the Borrower shall (within five (5) Business Days if any Finance Party is required to make any payment of demand by the Agent) pay 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 on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Protected such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a Finance Document loss or the transactions occurring under liability as a result against such Finance Document.payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed imposed on a and calculated by reference to the net income actually received or receivable by such Finance Party: Party (Abut, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) under the law of by the jurisdiction in which that such Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or; (Bii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that to any Tax is imposed on or and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by that Finance Party; (ii) to the extent a loss, liability or cost jurisdiction in which its Facility Office is compensated for by an increased payment under Clause 15.2 (Tax gross-up)located; or (iii) to the extent a lossthat such payment, liability liability, interest, penalty, cost or cost expense: (A) relates to a FATCA Deduction required to be made by a Party; (B) is compensated for by an increased payment under Clause 14.2 (Tax gross-up); or (C) would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because the exclusion in paragraph (e) of Clause 14.2 (Tax gross-up) applied. (c) A Protected Finance Party making, 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 within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the Borrower. (d) A Protected Finance Party shall, on receiving a payment from an Obligor a Loan Party under this Clause 15.314.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower 20.3.1 The Parent Company shall (within five (5) three Business Days of demand by the Facility Agent) pay 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 or the transactions occurring under such Finance Document. (b) Paragraph (a) 20.3.2 Sub-clause 20.3.1 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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;Party or Facility Office; or (iib) to the extent a loss, liability or cost cost: (i) is compensated for by an increased payment under Clause 15.2 20.2 (Tax gross-up); (ii) would have been compensated for by an increased payment under Clause 20.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in sub-clause 20.2.5 of Clause 20.2 (Tax gross-up) applied; or (iii) with respect to any Tax assessed prior to the extent date which is 365 days prior to the date on which the Protected Party requests such payment from the Parent Company, unless a loss, liability or cost relates to a FATCA Deduction required to determination of the amount claimed could only be made by a Partyon or after the first of those dates. (c) 20.3.3 A Protected Party making, or intending to make a claim under paragraph (a) sub-clause 20.3.1 above shall promptly notify the Facility Agent of the event loss, liability or cost which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Facility Agent shall reasonably promptly notify the BorrowerParent Company. (d) 20.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.320.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up), the Borrower The Company shall (within five (5) three Business Days of demand by the Agent) pay 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 or the transactions occurring under such Finance Document. (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 for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’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 (but not any sum deemed to be received or receivable) by that Finance Party;. (iic) Paragraph (a) above shall not apply to the extent that a loss, liability or cost is compensated for by an increased payment under Clause 15.2 13.2 (Tax gross-up); or ) or would have been compensated for by an increased payment under Clause 13.2 (iiiTax gross-up) to but was not so compensated for solely because one of the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Partyexclusions in paragraphs (d) and (e) of that Clause applied. (cd) A Protected Party making, or intending to make a claim under pursuant to paragraph (a) above shall notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3)claim, following which the Agent shall notify the BorrowerCompany. (de) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.313.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 15.2 (Tax gross-up)Except as provided below, the Borrower each Obligor shall (within five (5) Business Days of demand by the Agent) pay to indemnify a Protected Finance Party an amount equal to the against any loss, liability or cost which that Protected Finance Party determines that it has suffered or will be or has been suffer (directly or indirectly) suffered by that Finance Party for or on account of Tax by in relation to a payment received or receivable from that Protected Party in respect of Obligor under a Finance Document or the transactions occurring under such Finance Document. (b) Paragraph (aClause 15.2(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 that Finance Party is incorporated or, if different, the jurisdiction which: (or jurisdictionsi) in which that Finance Party is treated as resident for subject to unlimited tax purposes; orliability; (Bii) under the law of the jurisdiction in which that Finance Party’s Facility Office or permanent establishment to which amounts received or receivable are attributable, is located or that Finance Party is otherwise subject to non-resident tax liability in respect of amounts received or receivable in that jurisdiction; or (iii) under the laws of the jurisdiction in which the Finance Party, by virtue of a Security Interest granted to it, is subject to non-resident taxation, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not by that Finance Party. However, any sum payment deemed to be received or receivable) , including any amount treated as income but not actually received by that the Finance Party;, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose. (iic) Clause 15.2(a) does not apply to the extent a loss, liability or cost cost: (i) is compensated for by an increased payment under Clause 15.2 15.1 (Tax gross-up); or (iiiii) to would have been compensated for by an increased payment under Clause 15.1 (Tax gross-up) but was not so compensated solely because one of the extent a loss, liability exclusions in Clause 15.1(d) or cost relates to a FATCA Deduction required to be made by a PartyClause 15.1(f) applied. (cd) Clause 15.2(a) may be disapplied in respect of a Tax Payment by the operation of Clause 36.5 (Costs resulting from a change of Lender or Facility Office). (e) A Protected Finance Party making, or intending to make make, a claim under paragraph (aClause 15.2(a) above shall promptly notify the Agent Borrowers of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Agent shall notify the Borrowerclaim. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.