Common use of Tax Indemnity Clause in Contracts

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.

Tax Indemnity. The (i) IDB Buyer shall (without duplication) be liable and shall indemnify and hold the Seller agrees to defend and to save the Indemnified Parties harmless from and against any and against, all Tax liabilities suffered by Seller Indemnified Parties arising out of, incident to, or as a result of: (A) any IDB Buyer Responsible Taxes; (B) the breach by IDB Buyer of the transactions contemplated by any covenant or agreement of IDB Buyer contained in this Agreement with respect to or resulting from Section 5.7; (C) any delay by the Seller in paying or any omission to pay any Taxes otherwise amount required under this Agreement to be paid by Seller or withheld any of its Affiliates under a Tax sharing, allocation or indemnification agreement (other than this Agreement, any agreement between or among GFI and remitted by its Subsidiaries (other than the IDB Subsidiaries) or any written agreement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes or any commercial lending agreement) or on behalf of the Seller on its own behalfa transferee or successor liability theory, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable Taxes of any Person, if such agreement or event or transaction giving rise to transferee or successor liability was entered into, or relates to any transaction engaged in by GFI, the IDB Subsidiaries or on behalf the Seller Retained Subsidiaries, prior to the Closing Date; or (D) any breach by GFI or any GFI Subsidiary of Section 5.1(o)(vi) of the GFI Merger Agreement. (ii) Seller shall (without duplication) be liable and shall indemnify and hold the IDB Buyer Indemnified Parties harmless against, all Tax liabilities suffered by the IDB Buyer Indemnified Parties arising out of, incident to, or as a result of (A) Taxes of the Seller on its own behalf or on behalf Retained Subsidiaries for any Post-Closing Tax Period and for the portion of any Obligor to Straddle Period that begins after the Trust hereunder or in connection with Closing Date; and (B) the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect breach by Seller of any sum received by the Trust from the covenant or agreement of Seller hereunder:contained in this Section 5.7. (aiii) In the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect case of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties any claim for indemnification under this Section for any Taxes payable by, or required to be withheld by5.7(h), the Seller on account indemnified party shall endeavor to give prompt written notification to the indemnifying party of Taxes payable the commencement of any action, suit or proceeding relating to a third-party claim for which an indemnified party intends to seek indemnification; provided, however, that no delay on the income or gains part of the Trustindemnified party in giving any such notice shall relieve the indemnifying party of any indemnification obligation hereunder (except to the extent that, Taxes payable solely as a result of such delay, the indemnifying party is prevented from contesting the liability for which indemnification is sought). (iv) Any indemnification payment made pursuant to Section 8.2 (Indemnification) or this Section 5.7(h) shall be treated as a purchase price adjustment for all Tax purposes unless otherwise required by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustapplicable Law.

Tax Indemnity. The Seller agrees Each Equityholder shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless Buyer and its Affiliates (including the Company) (all of such Persons indemnified by Equityholders under this Section 8.01 being collectively referred to save herein as the Indemnified Parties harmless “Tax Indemnitees” and individually referred to herein as a “Tax Indemnitee”) from and against (x) such Equityholder’s own Taxes for any period or portion thereof and all liabilities arising out of the transactions contemplated by this Agreement related Damages, including, with respect to or resulting from the Earnout Consideration, any delay by income and withholding Taxes and the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf employee portion of any Obligor. If payroll or employment Taxes (but excluding the Seller shall be required by law to deduct or withhold any Taxes from or in respect employer portion of any sum payable by payroll or on behalf employment Taxes, which shall remain the sole obligation of the Seller on its own behalf Buyer) imposed or on behalf of any Obligor to the Trust hereunder or incurred in connection with the execution, delivery, filing and recording hereof and receipt of the other documents Earnout Consideration to be delivered hereunder and the consummation extent that any Taxing Authority takes a position inconsistent with the treatment of any portion of the transactions contemplated hereby, or if Earnout Consideration as payments in exchange for the Trust shall be required to pay any Taxes Sellers Shares as set forth in respect of any sum received by the Trust from the Seller hereunderSection 2.03(d). and (y) such Equityholder’s pro rata share of: (a) Any and all Taxes imposed on, or pertaining or attributable to, the sum payable Company or its assets or operations with respect to any period or portion thereof that ends on or before the Closing Date (a “Pre-Closing Period”) including any and all Taxes allocated to a Pre-Closing Period pursuant to the Trust shall be increased as may be necessary (or an amount shall be owed terms of this Article VIII, except to the Trust) so that, after all required deductions, withholdings or payments extent identified as short-term liabilities in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been madeFinancial Statements; (b) Any and all sales, use, goods and services, value added, business and occupation, excise, transfer and similar Taxes imposed in connection with the transfer of the Seller Shares contemplated by this Agreement. (c) Any and all Taxes as set forth in Section 2.03(d) to the extent that Buyer exercises its rights under Section 2.03(d)(i) (but excluding the employer portion of any payroll or employment Taxes, which shall make such deductions or withholdingsremain the sole obligation of Buyer); and (cd) the Seller shall pay forthwith the full amount deducted or withheld All Damages relating to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustforegoing.

Tax Indemnity. The Seller agrees to defend and to save 20.2.1 Sublessee shall indemnify Sublessor on demand against all Taxes (other than Sublessor Taxes) levied or imposed against or upon Headlessor, Sublessor, Sublessee or the Indemnified Parties harmless from and against any and all liabilities arising out Aircraft directly or indirectly in connection with the importation, exportation, registration, ownership, leasing, subleasing, purchase, delivery, sale, possession, use, operation, repair, maintenance, Overhaul, transportation, landing, storage, presence or redelivery of the transactions contemplated Aircraft or any part thereof or any rent, receipts, insurance proceeds, income or other amounts arising therefrom except to the extent that such liability for such Taxes: (i) arises as a result of a Sublessor Lien; or (ii) arises in respect of the period ending prior to Delivery and commencing immediately after the Expiry Date; or (iii) is directly attributable to Sublessor's gross negligence or willful misconduct; or (iv) relates to any deduction or withholding on any payment to be made to Sublessor that is covered by Clause 20.1; or (v) imposed as a direct result of the sale, transfer or assignment or other disposition of the Aircraft or this Agreement with respect by Sublessor, other than by Sublessor to Sublessee, or resulting from by any delay party claiming by or through Sublessor and except (a) any sale, transfer, assignment or other disposition that is made solely as a result of the occurrence of an Event of Default or Total Loss of the Aircraft or any part thereof or interest therein and (b) any Taxes imposed by the Seller in paying or State of Registration. 20.2.2 If Sublessor becomes aware of any omission claim against Sublessor for any Loss that Sublessee is required to pay any Taxes otherwise required under or indemnify against pursuant to this Agreement to be paid or withheld and remitted by or on behalf Clause 20.2, Sublessor shall as soon as is reasonably practicable notify Sublessee in writing of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligorsuch claim. If the Seller requested in writing by Sublessee that it wishes Sublessor to contest such claim, Sublessor will consult with Sublessee with a view to determining whether there are grounds for contesting such claim. Sublessor will consider in good faith any representation made by Sublessee in this respect. Sublessor shall not be required by law under any obligation to deduct or withhold bring any Taxes from or proceedings in respect of any sum payable by such claim in any court of law or on behalf of other relevant forum except that Sublessor shall bring such proceedings in the Seller on its own behalf or on behalf event that tax counsel reasonably acceptable to Sublessor in the relevant jurisdiction provides Sublessor with a legal opinion to the effect that there are legitimate grounds for contesting such claim. Any costs and expenses of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust such contest shall be required fully indemnified by Sublessee. Further Sublessor shall be under no obligation to pay take any Taxes action in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust claim unless it shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes previously have been made, the Trust receives or retains provided with security in an amount equal to the sum that the Trust would have received amount of such claim and reasonable costs and otherwise satisfactory in its absolute discretion for any such costs. Any amount payable under this Clause 20.2 shall be paid to or retained had no such deductionson behalf of Sublessor or, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld if so directed by Sublessor, directly to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies taxing authority, promptly after receipt by Sublessee of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trusta written demand therefor.

Tax Indemnity. The Seller Lessee acknowledges that Lessor shall be entitled to all tax benefits of ownership with respect to the Equipment (the "Tax Benefits"), including but not limited to, (i) the accelerated cost recovery deductions determined in accordance with Section 168(b)(1) of the Internal Revenue Code of 1986 for the Equipment based on the original cost of the Equipment to Lessor (ii) deductions for interest on any indebtedness incurred by Lessor to finance the Equipment and (iii) sourcing of income and losses attributable to this Lease, to the United States. Lessee represents that the Equipment shall be depreciable for Federal tax purposes utilizing the MACRS Recovery Period as set forth in the Equipment Schedule, with such depreciation commencing as of the date of Equipment acceptance by Lessee as set forth on the Certificate of Acceptance. Lessee agrees to defend take no action inconsistent with the foregoing or any action which would result in the loss, disallowance or unavailability to Lessor of all or any part of the Tax Benefits. Lessee hereby indemnifies and to save the Indemnified Parties holds harmless Lessor and its assigns from and against (i) the loss, disallowance, unavailability or recapture of all or any and all liabilities arising out part of the transactions contemplated Tax Benefits resulting from any action, statement, misrepresentation or breach of warranty or covenant by Lessee of any nature whatsoever including but not limited to the breach of any representations, warranties or covenants contained in this Agreement paragraph, plus (ii) all interest, penalties, fines or additions to tax resulting from such loss, disallowance, unavailability or recapture, plus (iii) all taxes required to be paid by Lessor upon receipt of the indemnity set forth in this paragraph. Any payments made by Lessee to reimburse Lessor for lost Tax Benefits shall be calculated (i) on the assumption that Lessor is subject to the maximum Federal Corporate Income Tax with respect to or resulting from any delay by the Seller in paying each year and that all Tax Benefits are currently utilized, and (ii) without regard to whether Lessor or any omission members of a consolidated group of which Lessor is also a member is then subject to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf increase in tax as a result of the Seller on its own behalf, on behalf loss of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the SellerTax Benefits. For greater certaintythe purposes of this paragraph, it "Lessor" includes for all tax purposes the consolidated taxpayer group of which Lessor is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trusta part.

Tax Indemnity. The Seller Without prejudice to the provisions of Clause 7.1 (Additional Amounts), if the Lender notifies the Borrower that: 7.3.1 the Lender (as issuer of the Notes) is obligated to make any deduction or withholding for or on account of any Taxes from any payment which the Lender (as issuer of the Notes) is obliged to make under or in respect of the Notes, and the Lender (as issuer of the Notes) is required under the terms and conditions of the Notes to pay additional amounts to the holders of the Notes in connection therewith, the Borrower agrees to defend pay to the Lender, at least two Business Days prior to the date on which payment is due on the Notes (and otherwise in accordance with the terms of this Agreement), such additional net amounts as are equal to save the Indemnified Parties harmless from additional payments which the Lender would be required to make under the terms and against any and all liabilities arising out conditions of the transactions contemplated Notes in order that the net amount received by this Agreement with each holder of Notes is equal to the amount which such holder would have received had no such withholding or deduction been required to be made under or in respect to or resulting from any delay by of the Seller in paying or any omission Notes; 7.3.2 the Lender (as issuer of the Notes) is required to pay any Tax (other than Taxes otherwise required assessed on the Lender under the laws of the jurisdiction of which the Lender is a resident of and acting through for tax purposes if such Tax is imposed or calculated by reference to a measure of net income received or receivable, but not any sum deemed to be received or receivable, which provides full relief for the expenses associated with that income) in relation to any payment received by it under this Agreement or any Funding Document, or if any liability in respect of any such payment is at any time asserted, imposed, levied or assessed against the Lender, the Borrower shall, as soon as reasonably practicable following, and in any event within 60 calendar days of, written demand made by the Lender, indemnify the Lender against such properly documented payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith; and 7.3.3 the Lender (as issuer of the Notes) is obliged to be paid make any withholding or withheld and remitted by deduction for or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf account of any Obligor. If Taxes imposed by any taxing authority in the Seller shall be required by law to deduct or withhold any Taxes from United Kingdom under or in respect of any sum payable by or on behalf of Funding Document, the Seller on its own behalf or on behalf of any Obligor Borrower agrees to pay to the Trust hereunder or Lender, as soon as reasonably practicable following, and in connection with any event within 60 calendar days of, a written demand made by the executionLender, delivery, filing and recording hereof and of such additional net amounts as are equal to the other documents to be delivered hereunder and additional payments which the consummation of the transactions contemplated hereby, or if the Trust shall Lender would be required to pay any Taxes make under the terms of such Funding Documents in order that the net amount received by each payee is equal to the amount which such payee would have received had no such withholding or deduction been required to be made under or in respect of the relevant Funding Document. Provided, however, that the Lender shall upon the receipt of any sum received by reimbursement of the Trust from sums paid pursuant to Clause 7.3.1 or 7.3.3 (including, without limitation, in any case falling within Clause 7.3.1 the Seller hereunder: (aevent that the holders of the Notes are not entitled to such additional payments under the terms and conditions of the Notes) the sum payable pay such amounts to the Trust Borrower less any applicable taxes, duties or other costs (it being understood that the Lender shall be increased as may be necessary (have no obligation to determine whether any holder of Notes or an amount any payee is entitled to such additional amount). For the avoidance of doubt, the provisions of this Clause 7.3 shall be owed not apply to any withholding or deductions of Taxes with respect to the Trust) so that, after all required deductions, withholdings or payments in respect Loan which are subject to payment of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; additional amounts under Clause 7.1 (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustAdditional Amounts).

Tax Indemnity. (a) The Seller agrees Sellers and the Sellers' Representative hereby agree to defend jointly and severally indemnify and hold harmless the Trustee and its respective trust delegates, officers, directors, advisors, attorneys and personnel (collectively, the "INDEMNIFIED PERSONS") for all payments, liabilities and damages that may result from any Sellers' or the Sellers' Representative's non-performance of its tax obligations (the "TAX OBLIGATIONS") provided by Mexican Applicable Law, or that arise from any transaction pursuant to save or derived from any of the Transaction Documents, as well as for Taxes, fees, penalties or damages that may arise in case a claim, proceeding, judgment or complaint is filed or presented against any of the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or Persons in connection with the execution, delivery, filing and recording hereof and Tax Obligations or the transactions contemplated herein or for failure by any of the other documents Sellers or the Sellers' Representative to be delivered hereunder comply with its Tax Obligations. As a result, the Sellers and the consummation Sellers' Representative jointly and severally agree to reimburse the Indemnified Persons for any expense of any nature incurred (including reasonable and documented attorney's fees and expenses), and to repair any damages that such Indemnified Person may have suffered as a result of its participation in any of the transactions or actions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made;herein. (b) The obligations of the Seller Sellers and the Sellers' Representative specified in paragraph (a) above shall make such deductions not be applicable in respect of the Trustee or withholdings; andthe Indemnified Persons in case of gross negligence, willful misconduct or bad faith of the Trustee or any Indemnified Person. (c) The obligation of the Seller Sellers and Sellers' Representative specified in this SECTION 2.5 shall pay forthwith the full amount deducted be in addition to and not in limitation of any other right or withheld remedy which may be afforded to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties Persons under this Section for any Taxes payable by, Master Trust Agreement or required to be withheld by, Applicable Law and shall survive the Seller on account termination of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the this Master Trust or Taxes payable on the capital of the TrustAgreement.

Tax Indemnity. The Seller (i) Except as provided in Section 16(b), Lessee agrees that each payment of Rent and any other amounts payable to defend Lessor (with any affiliate of Lessor and their respective successors, permitted assigns, shareholders, directors, officers, employees, agents and servants referred to save herein as a "TAX INDEMNIFIED PARTY") by Lessee under this Lease shall be paid in full without any deduction or withholding with respect to Taxes of any nature whatsoever imposed by the United States or any other Taxing Authority unless Lessee is prohibited by Applicable Law from doing so, in which event Lessee shall (a) ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) immediately pay to Lessor or any other Person entitled to receive such payment an additional amount (as Supplemental Rent) in such amount, net of any Taxes thereon, and at such time as shall result in the net amount actually received by Lessor or such other Person being, after all deductions or withholdings, equal to the full amount which would have been received by Lessor or such other Person had such deduction or withholding not been made and shall be free of expense to the Lessor or such other Person for collection or other charges; (c) pay to the relevant Taxing Authority within the period for payment permitted by Applicable Law the full amount of all deductions or withholdings; and (d) upon the request of Lessor or such other Person furnish to Lessor or such other Person, as the case may be, within the period for payment permitted by Applicable Law, an official receipt of the relevant Taxing Authority for all amounts deducted or withheld as aforesaid; and (ii) Except as provided in Section 16(b) hereof, Lessee shall pay, protect, save, and on written demand shall indemnify and hold harmless on an after-tax basis each Tax Indemnified Parties harmless Party from and against any and all liabilities Taxes imposed against any Tax Indemnified Party, Lessee or the Serviced Aircraft by any Taxing Authority in connection with or relating to (A) the construction, financing, refinancing, purchase, acquisition, acceptance, rejection, delivery, nondelivery, transport, ownership, registration, reregistration, assembly, possession, repossession, operation, location, use, condition, maintenance, repair, sale, return, abandonment, preparation, installation, storage, redelivery, manufacture, leasing, subleasing, modification, rebuilding, importation, reimportation, transfer of title, transfer of registration, exportation, reexportation or other application or disposition of, or the imposition of any Lien (or the incurrence of any liability to refund or pay over any amount as the result of any Lien) on, the Serviced Aircraft, the Serviced Airframe, and any Serviced Engine or any Serviced Part or interest therein, (B) payments of Basic Rent or Supplemental Rent or the receipts or earnings arising out of therefrom or received with respect to the Serviced Aircraft, the Serviced Airframe, any Serviced Engine or any Serviced Part or interest therein, (C) the Serviced Aircraft, any Serviced Airframe, any Serviced Engine or any Serviced Part or interest therein, (D) otherwise with respect to or in connection with the transactions contemplated by this Agreement with respect Lease, and (E) any out-of-pocket penalties, late payment fees, interest, costs and expenses fairly attributed to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of foregoing incurred by any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Tax Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustParty.

Tax Indemnity. The Seller agrees to defend Borrower will indemnify each Tax Indemnitee for the full amount of Indemnified Taxes (but not any Tax on any transfer or assignment of, or any participation in, the Loans or this Agreement) or Other Taxes (and to save the Indemnified Parties harmless from any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee, including any liability (including penalties, interest and against any and all liabilities expenses) arising out of the transactions contemplated by this Agreement therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted. Any indemnification payment to or resulting from which any delay by the Seller in paying or any omission Tax Indemnitee is entitled pursuant to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller clause (c) shall be required by law made within 30 days from the date such Tax Indemnitee makes written demand therefor; provided, however, that Borrower shall not be obligated to deduct or withhold any Taxes from or make payment to such Tax Indemnitee pursuant to this Section 2.8(c) in respect of penalties, interest or additions to taxes attributable to any sum payable Indemnified Taxes or Other Taxes if (i) written demand for such Indemnified Taxes or Other Taxes has not been made by or such Tax Indemnitee within 60 days from the date on behalf which such Tax Indemnitee received written notice of the Seller on its own behalf imposition of such Indemnified Taxes or on behalf Other Taxes by the relevant taxing or governmental authority, but only to the extent such penalties, interest and additions to taxes are attributable to such failure or delay by such Tax Indemnitee in making such written demand, or (ii) such penalties, interest or additions to taxes are attributable to the gross negligence or willful misconduct of such Tax Indemnitee. After such Tax Indemnitee receives written notice of the imposition of any Obligor Indemnified Taxes or Other Taxes that are subject to the Trust hereunder or this Section 2.8(c), such Tax Indemnitee shall act in connection with the execution, delivery, filing and recording hereof and good faith to promptly notify Borrower of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties Borrower's Obligations under this Section for any Taxes payable by2.8(c); provided, or required however, that, except to be withheld by, the Seller on account of Taxes payable on the income or gains extent expressly provided in clause (i) of the Trustpreceding sentence, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustno failure to give notice shall prejudice any Tax Indemnitee's rights hereunder.

Tax Indemnity. The Seller agrees Each Manager shall be liable for and shall indemnify the Company and its Affiliates (referred to defend and to save collectively in this Section 7.09 as the Indemnified Parties harmless from and “Company”) against any and all liabilities arising out losses of the transactions contemplated Company or its Affiliate incurred by reason of Indemnified Taxes (defined below) imposed on the Company or its Affiliate in connection with such Manager’s (or Société Générale’s, as fiduciary for such Manager) acquisition of Company Capital Stock. Such losses shall be (i) net of the tax benefit actually realized by the Company or its Affiliate from any deduction available to the Company in connection with such acquisition, and (ii) increased by any tax detriment incurred by the Company or its Affiliate as a result of any indemnification payments made hereunder. For this Agreement purpose, “Indemnified Taxes” with respect to a Manager means Taxes imposed by any jurisdiction in which (1) the Manager is a citizen or resulting from any delay by resident, (2) the Seller Manager’s employer is organized or conducts business, or (3) the Manager is present and provides material services (each, an “Applicable Tax Jurisdiction”), but in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor each case only to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: extent that (a) the sum payable Company or its Affiliate is subject to a legal obligation (as determined by the Trust shall be increased as may be necessary (Company in its sole discretion) to withhold or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of otherwise pay over such Taxes have been madeto an Applicable Tax Jurisdiction, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make Company or its Affiliate has failed to withhold or pay over such deductions or withholdings; and Taxes, and (c) an Applicable Tax Jurisdiction has notified the Seller Company or its Affiliate that such Taxes should have been withheld or paid over; provided, however, that Indemnified Taxes with respect to a Manager shall pay forthwith in no event include (x) “Excise Taxes” described in the full amount deducted or withheld provisions, if any, of the Manager’s employment agreement pertaining to the relevant taxation authority “Gross-Up of Excise Taxes” or other authority in accordance with applicable law (y) income taxes and will provide Excise Taxes imposed on any payments described therein as “Gross-up Payments” or their equivalent. The Company has the right to satisfy any liability of a Manager for indemnifiable losses pursuant to this Section 7.09 (“Losses”) by reducing (i) amounts otherwise distributable to such Manager (or to Société Générale, as fiduciary for the Manager), including any Tax Advances, and/or (ii) the net proceeds from any disposition of such Manager’s Capital Stock of the Company. Prior to the Trust copies making of any such forms reduction, the Company shall use commercially reasonable efforts to furnish each affected Manager with at least five (5) days advance written notice of the Company’s intent to make such reduction, and a calculation showing the basis therefore. The Company agrees to notify a Manager in writing within ten (10) Business Days (or as are required soon as practicable thereafter) upon receiving notice from an Applicable Tax Jurisdiction that the Manager’s acquisition of Company Capital Stock resulted in a Tax to be provided to such authority evidencing the payment Company or its Affiliate or the Manager; provided, however, that the failure by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller Company to timely give such notice shall not be liable affect a Manager’s obligations hereunder except to indemnify the Indemnified Parties extent the Manager is actually prejudiced by such delay. The Company shall, upon a Manager’s reasonable request and at such Manager’s expense, use commercially reasonable efforts to (a) mitigate the Company’s or its Affiliate’s indemnifiable losses under this Section for paragraph, including where appropriate by seeking a refund or reduction of Indemnifiable Taxes, and (b) cooperate with the Managers in their defense against claims that their acquisition of Company Capital Stock results in Tax to them, in each case so long as such efforts would not, in the sole determination of the Company, result in any unreimbursed costs, risks or administrative burdens or be otherwise disadvantageous to the Company or its Affiliate. Nothing in this paragraph shall prohibit the Company or its Affiliate from paying any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable asserted as owing by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustan Applicable Tax Jurisdiction.

Tax Indemnity. The Seller agrees Companies agree to defend indemnify Purchaser and Counterparty (on an after tax basis, taking into account both tax burdens and tax benefits resulting from the indemnification payment) for any taxes payable by either of them as a direct result of receiving IHM Stock in the Spin-Off; provided that the amount of such indemnity shall be reduced by any "Tax Benefits" directly attributable to save (i) the Indemnified Parties harmless from receipt of the IHM Stock and/or (ii) the return of such shares to the REIT pursuant to this Agreement that are realized in the same tax year of Purchaser and against Counterparty as the Spin-Off. The term "Tax Benefits" means any reduction in taxes payable by the indemnified party or its affiliates (including by reason of any basis increase in the Purchased Shares). Purchasers' and all liabilities arising out Counterparty's right to enforce this indemnity is conditioned on their providing notice to the Companies and a reasonable opportunity to comment with respect to Purchaser's and Counterparty's tax and financial reporting of the receipt of the IHM Stock and the return Patriot American Hospitality, Inc. Wyndham International, Inc. May 4, 1999 Page 3 of the IHM Stock to the Companies. If Purchaser or Counterparty realizes Tax Benefits in tax years following the year of the Spin-Off and the Companies have made payments hereunder ("Indemnity Payments"), then Purchaser or Counterparty will pay the amount of such Tax Benefits to the Companies, but only to the extent that the aggregate amount so paid to the Companies does not exceed the aggregate amount of Indemnity Payments. Purchaser and Counterparty further agree that they will treat the Companies as the owners of the Collateral Shares for tax purposes (unless or until such shares are foreclosed on by us) and that none of Purchaser, Counterparty or their affiliates will treat the distribution of IHM Stock with respect to the Collateral Shares as a distribution to any of them for tax or financial reporting purposes. In the event of a dispute with any government authority with respect to the tax treatment of the transactions contemplated by this Agreement with respect hereby (a "Tax Dispute"), Purchaser and Counterparty agree (i) to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf provide prompt notice of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor Tax Dispute to the Trust Companies and (ii) not to settle the Tax Dispute without the Companies' consent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that the Companies' consent rights hereunder or in connection with shall apply specifically and solely to the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation tax treatment of the transactions contemplated hereby. If the Companies do not consent to a settlement of a Tax Dispute, or if then the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller Companies shall pay forthwith the full amount deducted or withheld Purchasers' and Counterparty's reasonable costs of continuing to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of defend such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustTax Dispute.

Tax Indemnity. The Seller Lessor's loss of, or loss of the rights to claim, or recapture of, all or any part of the federal or state income tax benefits Lessor anticipated as a result of entering into this Lease and owning the Equipment is referred to herein as a "Loss". If for any reason this Lease is not a true lease for federal or state income tax purposes, or if for any reason (even though this Lease may be a true lease) Lessor is not entitled to depreciate the Equipment for federal or state income tax purposes in the manner that Lessor anticipated when entering into this Lease, and as a result Lessor suffers a Loss, then Lessee agrees to defend pay Lessor, as additional basic rent, a lump­ sum amount which, after the payment of all federal, state and local income taxes on the receipt of such amount, and using the same assumptions as to save tax benefits and other matters Lessor used in originally evaluating and pricing this Lease, will in the Indemnified Parties harmless from and against any and all liabilities arising out reasonable opinion of the transactions contemplated by this Agreement Lessor maintain Lessor's net after-tax rate of return with respect to this Lease at the same level it would have been if such Loss had not occurred. The Lessor makes no representation with respect to the income tax consequences of this Lease or resulting from the Equipment. Lessor will notify Lessee of any delay by claim that may give rise to indemnity hereunder. Lessor shall make a reasonable effort to contest any such claim but shall have no obligation to contest such claim beyond the Seller in paying administrative level of the Internal Revenue Service or other taxing authority. In any omission event, Lessor shall control all aspects of any settlement and contest. Lessee agrees to pay the legal fees and other out-of-pocket expenses incurred by Lessor in defending any Taxes otherwise required under this Agreement such claim even if Lessor's defense is successful. Notwithstanding the foregoing, Lessee shall have no obligations to be paid or withheld and remitted indemnify Lessor for any Loss caused solely by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor (a) a casualty to the Trust hereunder or in connection with Equipment if Lessee pays the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be amount Lessee is required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect a result of such Taxes have been madecasualty, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) Lessor's sale of the Seller shall make such deductions or withholdings; and Equipment other than on account of an Event of Default hereunder, (c) failure of Lessor to have sufficient income to utilize its anticipated tax benefits or to timely claim such tax benefits, and (d) a change in tax law (including tax rates) effective after the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the SellerLease begins. For greater certaintypurposes of this paragraph 23, it the term "Lessor" shall include any member of an affiliated group of which Lessor is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties (or may become) a member if consolidated tax returns are filed for such affiliated group for federal income tax purposes. Lessee's indemnity obligations under this Section for any Taxes payable by, or required to be withheld by, the Seller on account paragraph 23 shall survive termination of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustthis Lease.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust Purchasers shall be increased permitted to recover from Sellers, from time to time, Taxes as may be necessary provided in paragraph (or an amount shall be owed to the Trustb) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made;hereof. (b) The obligations of Sellers to reimburse Purchasers for Taxes shall extend to (i) all Taxes with respect to taxable periods ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and (ii) all Taxes with respect to taxable periods beginning before and ending after the Closing Date (“Straddle Periods”) to the extent that such Taxes are allocable to the period prior to Closing pursuant to this Agreement. Such obligations shall be without regard to whether there was any breach of any representation or warranty under Article III with respect to such Tax or any disclosures that may have been made with respect to Article III or otherwise. The indemnification obligations provided for herein shall terminate upon the expiration of the applicable statutes of limitations plus 60 days. The indemnification obligations provided for herein shall apply even if the additional Tax liability results from the filing of a Tax Return or amended Tax Return with respect to a pre-Closing Date transaction or period (or portion of a period) by a Purchaser, provided that no Purchaser shall cause or permit the Companies to file an amended Tax Return with respect to any taxable period ending on or prior to the Closing Date or any Straddle Period unless (y) Seller shall make Representative consents in its sole discretion or (z) such deductions or withholdings; andPurchaser Representative obtains a legal opinion from counsel reasonably acceptable to Seller Representative that such amended return is legally required to be filed. (c) Sellers shall be permitted to recover from Purchasers, from time to time, Taxes and other amounts as provided in paragraphs (d) and (e) hereof. (d) The obligations of Purchasers to reimburse Sellers for Taxes shall extend to (i) all Taxes with respect to Post-Closing Tax Periods and (ii) all Taxes with respect to Straddle Periods to the extent that such Taxes are allocable to the period after the Closing pursuant to this Agreement. The indemnification obligations provided for herein shall terminate upon the expiration of the applicable statutes of limitations plus 60 days. The indemnification obligations provided for herein shall apply even if the additional Tax liability results from the filing of a Tax Return or amended Tax Return with respect to a post-Closing Date transaction or period (or portion of a period) by a Purchaser. (e) In addition to all other obligations of Purchasers under this Article VIII, Purchasers shall, jointly and severally, indemnify, defend and hold harmless the Seller Indemnified Parties (including the Companies before the Closing) from and against, and shall pay forthwith and reimburse each of them for, (i) any and all Taxes (in excess of the full amount deducted Taxes that Sellers would be obligated to pay absent the Section 338(h)(10) Election (as defined below) that are actually paid, suffered, imposed upon or withheld incurred by any Purchaser Indemnified Party and (ii) any and all additional costs incurred by Sellers (including without limitation any extraordinary legal and accounting fees, fees or expenses for tax advice or preparation or consulting, audit or administrative costs, or costs of Sellers related to acquisition of the WSDA Shares in order to include NORDIC in the Section 338(h)(10) Election) arising from or related to the relevant taxation authority Section 338(h)(10) Election (“Election Expenses”). (f) For purposes of this Agreement: (i) In the case of any gross receipts, income, sales, or similar Taxes that are payable with respect to a Straddle Period, the portion of such Taxes allocable to (A) the Pre-Closing Tax Period and (B) the portion of the Straddle Period beginning on the day next succeeding the Closing Date (the “Post-Closing Tax Period”) shall be determined on the basis of a deemed closing at the end of the Closing Date of the books and records of the Companies. (ii) In the case of any Taxes (other authority in accordance than gross receipts, income, sales, or similar Taxes) that are payable with applicable law and will provide respect to a Straddle Period, the portion of such Taxes allocable to the Trust copies Pre-Closing Tax Period shall be equal to the product of all such forms Taxes multiplied by a fraction the numerator of which is the number of days in the Straddle Period from the commencement of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period; provided, however, that appropriate adjustments shall be made to reflect specific events that can be identified and specifically allocated as are required occurring on or prior to the Closing Date (in which case Sellers shall be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section responsible for any Taxes payable byrelated thereto) or occurring after the Closing Date (in which case, or required Purchasers shall be responsible for any Taxes related thereto). (iii) All payments due from Sellers with respect to Taxes for which Sellers have provided an indemnity therefor pursuant to this Agreement shall be withheld by, the Seller on account of Taxes payable on the income or gains made within two (2) Business Days of the Trustearlier to occur of: (i) an agreement by Sellers and Purchasers as to Sellers’ liabilities for such Taxes, Taxes payable by virtue (ii) the due date of the non-resident status payment for the Taxes allocable to Sellers pursuant to Section 8.1 (including any amount Sellers have agreed to indemnify Purchasers against pursuant to this Article VIII) or (iii) either Seller’s receipt of notice of an assessment of such a Tax liability by a Tax Authority. (iv) All payments due from Purchasers with respect to Taxes for which Purchasers have provided an indemnity therefor pursuant to this Agreement shall be made within two (2) Business Days of the Trust or Taxes payable on earlier to occur of: (i) an agreement by Sellers and Purchasers as to Purchasers’ liabilities for such amounts, (ii) the capital due date of the Trustpayment for the Taxes allocable to Purchasers pursuant to Section 8.1 (including any amount Purchasers have agreed to indemnify Sellers against pursuant to this Article VIII) or (iii) either Purchaser’s receipt of notice of an assessment of such a Tax liability by a Tax Authority. All payments due from Purchasers with respect to other amounts for which Purchasers have provided an indemnify therefor pursuant to Section 8.1(e)(ii) shall be made promptly upon receipt by Purchaser Representative of documentation supporting such Election Expense.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated All payments by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required a Borrower under this Agreement to shall be paid or withheld made free and remitted by clear and without any deduction for or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf account of any Obligor. If Taxes (other than the Seller shall be Lender’s net income tax) imposed by any country or by any authority except to the extent that a Borrower is required by law to deduct or withhold make payment subject to any Taxes. If any Taxes from or amounts in respect of Tax must be deducted, or any sum other deductions must be made, from any amounts payable or paid by a Borrower to the Lender under this Agreement, that Borrower shall pay on demand on a full indemnity basis or on behalf in any event within 10 (ten) Banking Days such additional amounts as will result in the Lender receiving a net amount equal to the full amount which it would have received had payment not been made subject to Tax or other deduction. For the avoidance of doubt the Seller on its own behalf parties hereto agree that all amounts set out, or on behalf expressed to be payable under this Agreement by a Borrower which (in whole or in part) constitute the consideration for value added tax purposes shall be deemed to be exclusive of any Obligor value added tax which is chargeable on such supply, and accordingly, subject to the Trust hereunder or in connection with the executionparagraph below, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay value added tax is chargeable on any Taxes in respect of any sum received supply made by the Trust from the Seller hereunder: (a) the sum payable Lender to a Borrower under this Agreement, that Borrower shall pay to the Trust shall be increased Lender (in addition to and at the same time as may be necessary (or an amount shall be owed to paying the Trustconsideration) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum amount of the value added tax (and the Lender shall promptly provide an appropriate value added tax invoice to that Borrower). Furthermore where this Agreement requires a Borrower to reimburse the Lender for any costs or expenses, that Borrower shall also at the same time pay and indemnify the Lender against all value added tax incurred by the Lender in respect of the costs or expenses to the extent that the Trust would have received Lender reasonably determines that neither it nor any other member of any group of which it is a member for value added tax purposes is entitled to credit or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to repayment from the relevant taxation authority or other tax authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains respect of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.value added tax;

Tax Indemnity. The Seller agrees Company will indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and penalties (except to defend the extent attributable to the unreasonable default or delay of the Underwriters in discharging such taxes which have been repaid to the Underwriters or for which the Underwriters have been indemnified), on the execution and delivery of this Agreement, the grant and/or exercise of the option to save purchase Option Securities, the Indemnified Parties harmless from sale by the Selling Shareholder of the Securities to the Underwriters, the offer, sale and against delivery by the Underwriters of the Securities, and the deposit of the Securities into DTC, as contemplated herein and in the Prospectus. Any and all amounts payable by the Company or the Selling Shareholder under this Agreement, including any indemnity payments made pursuant to this Section 8, shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever imposed in any and all liabilities arising out of relevant taxing jurisdictions unless the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying Company or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be Selling Shareholder is required by law to deduct or withhold such taxes, duties or charges. In that event, and except for any Taxes taxes imposed on the Underwriters by any jurisdiction as a result of any present, or former, or future connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and the jurisdiction imposing such taxes, the Company or the relevant Selling Shareholder, as applicable, shall pay such additional amounts as may be necessary in order to ensure that the net amounts received after such withholding or deductions shall equal the amounts that would have been received if no withholding or deduction had been made. All sums payable by the Company or the Selling Shareholder under this Agreement to the Underwriters shall be exclusive of value added tax (“VAT”). Where a sum is payable under this Agreement to the Underwriters, the Company or the Selling Shareholder will, in addition to such sum, pay such amount as is equal to any VAT properly chargeable thereon on receipt of a valid VAT invoice. The foregoing provisions shall not apply in respect of any sum payable by or on behalf of VAT for which the Seller on its own behalf or on behalf of any Obligor Company is liable to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld account to the relevant taxation taxing authority directly. All amounts for which the Underwriters are to be reimbursed under this Agreement shall include any applicable VAT included in the relevant cost or other authority in accordance with applicable law and will provide expense, except to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto extent that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustVAT is recoverable.

Tax Indemnity. The From and after the Closing, Seller agrees to defend shall be responsible for, pay and to save indemnify and hold the Buyer Indemnified Parties harmless from and against any Loss resulting from: (i) any liability for Taxes imposed on any Purchased Subsidiary or any Subsidiary thereof for any Pre-Closing Tax Period (including any liability for Taxes related to the Lease Deed, as provided in Section 6.02(p)), (ii) any liability for Taxes resulting from a breach of any representation or warranty of any Purchased Subsidiary or any Subsidiary thereof that concern Taxes (except those representations and all liabilities arising out warranties set forth in Section 3.13 (Employee Benefit Plans)) of the transactions contemplated Purchased Subsidiaries or their Subsidiaries, (iii) any liability for Taxes resulting from a breach of a covenant to be performed or complied with by Seller pursuant to this Agreement that concerns Taxes, (iv) any withholding Taxes imposed by any Indian Governmental Entity on the Buyer Indemnified Parties with respect to or resulting from any delay by the Seller in paying payment of the Purchase Price or any omission amounts treated as an adjustment thereto, and (v) any Post-Closing Tax Period Taxes that relate to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf (A) deferred revenues of the Seller Purchased Subsidiaries or any of their Subsidiaries accrued on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor prior to the Trust hereunder Closing Date or in connection with the execution, delivery, filing and recording hereof and of the (B) any other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum prepaid amounts received by the Trust from Purchased Subsidiaries or any of their Subsidiaries on or prior to the Seller hereunder: (a) Closing Date, in either case, to the extent the sum payable of such deferred revenues plus the income attributable to such prepaid amounts exceeds the net operating losses of such Purchased Subsidiary or Subsidiary thereof as of the Closing Date, except in each case, to the Trust shall be increased extent such Tax liability was specifically identified as may be necessary a reserve for Taxes (or an amount shall be owed excluding any reserve for deferred Taxes established to the Trustreflect timing differences between book and Tax income) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustLatest Balance Sheet.

Tax Indemnity. The In the event any Taxes, or fine, penalty, and/or interest thereon are at any time assessed against the Landlord by the state in which the Premises is located or any local governmental entity or authority as a result of or arising out of the sale of the Premises to the Landlord by the Seller or the lease of the Premises by the Tenant from the Landlord, or Landlord becomes liable for any reason for any liability of Tenant for Taxes or for any fine, penalty, or interest thereon, whether such assessment arises from the sole liability of Landlord or from the joint liability of Landlord and Tenant, and Landlord pays such assessment or liability, Tenant hereby agrees to pay to the Landlord an amount equal to the amount of such assessment of Tax, fine, penalty and interest. Such payment shall be due and payable to Landlord on or before the thirtieth (30th) day following Tenant's receipt of a written notice from Landlord (pursuant to the notice provisions under this Lease) of any such assessment and payment. Tenant shall have the right, but not the obligation, to protest the amount or payment of such assessment (in whole or in part) against the Landlord, and Landlord will cooperate fully with Tenant in regard to such protest; provided that in the event of any protest by Tenant, Landlord shall not incur any expense because of such protest. Tenant shall diligently and continuously prosecute any such protest. To the fullest extent permitted by law, Tenant agrees to protect, indemnify, defend and to save the Indemnified Parties harmless Landlord, its directors, officers, shareholders, agents, and employees from and against any and all liabilities foreseeable or unforeseeable liability, expense, loss, costs, deficiency, fine, penalty, interest, or other damages (including, without limitation, punitive or consequential damages, reasonable attorneys' fees, and expenses) arising out of or due to any tax protest by Tenant pursuant to Sections 3.3 and 3.4 hereof whether such items arise from the transactions contemplated sole liability of Landlord or from the joint liability of Landlord and Tenant. Upon receiving notice of or information concerning any suit, claim or demand, including any proposed tax audit of Landlord or any proposed tax assessment, asserted by this Agreement with respect to or resulting from any delay a third party that Landlord believes is covered by the Seller indemnity set forth in paying or any omission this Lease, Landlord shall give Tenant notice of same. Tenant shall defend Landlord against such matter at Tenant's sole cost and expense with legal counsel reasonably satisfactory to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustLandlord.

Tax Indemnity. The Seller agrees Company will indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and penalties (except to defend the extent attributable to the unreasonable default or delay of the Underwriters in discharging such taxes which have been repaid to the Underwriters or for which the Underwriters have been indemnified), on the execution and delivery of this Agreement, the grant and/or exercise of the option to save purchase Option Securities, the Indemnified Parties harmless from sale by the Selling Shareholders of the Securities to the Underwriters, the offer, sale and against delivery by the Underwriters of the Securities, and the deposit of the Securities into DTC, as contemplated herein and in the Prospectus. Any and all amounts payable by the Company or the Selling Shareholders under this Agreement, including any indemnity payments made pursuant to this Section 8, shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever imposed in any and all liabilities arising out of relevant taxing jurisdictions unless the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying Company or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be Selling Shareholder is required by law to deduct or withhold such taxes, duties or charges. In that event, and except for any Taxes taxes imposed on the Underwriters by any jurisdiction as a result of any present, or former, or future connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and the jurisdiction imposing such taxes, the Company or the relevant Selling Shareholder, as applicable, shall pay such additional amounts as may be necessary in order to ensure that the net amounts received after such withholding or deductions shall equal the amounts that would have been received if no withholding or deduction had been made. All sums payable by the Company or the Selling Shareholders under this Agreement to the Underwriters shall be exclusive of value added tax (“VAT”). Where a sum is payable under this Agreement to the Underwriters, the Company or the Selling Shareholders will, in addition to such sum, pay such amount as is equal to any VAT properly chargeable thereon on receipt of a valid VAT invoice. The foregoing provisions shall not apply in respect of any sum payable by or on behalf of VAT for which the Seller on its own behalf or on behalf of any Obligor Company is liable to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld account to the relevant taxation taxing authority directly. All amounts for which the Underwriters are to be reimbursed under this Agreement shall include any applicable VAT included in the relevant cost or other authority in accordance with applicable law and will provide expense, except to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto extent that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustVAT is recoverable.

Tax Indemnity. (i) The Seller agrees to defend shall indemnify the Buyer and to save the Indemnified Parties harmless from and Affiliates of the Buyer (including, for the avoidance of doubt, the Company after the Closing) against any and all liabilities arising out (x) Excluded Taxes, and (y) any reasonable out-of-pocket costs and expenses related to such Excluded Taxes incurred by the Buyer or the Company in respect of the transactions contemplated Tax advisors of the Buyer and its Affiliates or otherwise in connection with defending the assessment of any Excluded Tax during the course of any audit or other proceedings initiated by a taxing authority. The Buyer and any of its Affiliates seeking indemnity under this Agreement Section 7.2(e)(i) shall without undue delay, inform the Seller in writing of the initiation of any audit or other proceeding in relation to Excluded Taxes; provided, that the failure of the Buyer or any of its Affiliates to timely inform the Seller of the initiation of such audit or other proceeding shall not relieve the Seller of its indemnity obligation pursuant to this Section 7.2(e)(i) except to the extent that Seller is materially prejudiced thereby. The Seller, at the Seller’s sole cost and expense, shall have the opportunity to control the contest (including any audit or investigation or any judicial or administrative proceeding) (such contest, a “Tax Contest”) in relation to any Excluded Taxes only if: (A) the Seller acknowledges to the Buyer, in writing, Seller’s obligation to indemnify the Buyer for any Tax liability under this Section 7.2(e)(i) in respect of the Tax Contest, (B) the Seller timely keeps the Buyer reasonably informed of the progress of each such Tax Contest, (C) the Seller permits the Buyer to review and comment on all written submissions made to any administrative or judicial body in connection with respect each such Tax Contest, and (D) to the extent that a Tax assessment must be paid, including prior to commencing a Tax Contest, the Seller unconditionally acknowledges that it is responsible for paying such assessment and pays all such amounts prior to the date such amounts may be collected from the Buyer or resulting from the Company; provided, however, that the Seller will not be permitted to settle or compromise any delay such Tax Contest without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, if the resolution of such Tax Contest reasonably could be expected to materially affect the Tax liability or Tax attributes of the Buyer or its Affiliates (including, after the Closing Date, the Company) for any Tax period ending after the Closing Date. (ii) The Buyer shall indemnify the Seller and the Affiliates of the Seller against all Taxes imposed against the Seller and its Affiliates that are attributable to the Company after the Closing Date, and any reasonable out-of-pocket costs and expenses related to such Taxes that are incurred by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf respect of Tax advisors of the Seller on and its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or Affiliates in connection with defending the execution, delivery, filing assessment of any such Tax during the course of any audit or other proceedings initiated by a taxing authority. The Seller and recording hereof and any of its Affiliates seeking indemnity under this Section 7.2(e)(ii) shall without undue delay inform the Buyer in writing of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect initiation of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority audit or other authority in accordance proceedings with applicable law and will provide respect to Taxes for which the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not Buyer would or could be liable to indemnify the Indemnified Parties Seller pursuant to this Section 7.2(e)(ii); provided, that the failure of the Seller or any of its Affiliates to timely inform the Buyer of the initiation of such audit or other proceeding shall not relieve the Buyer of its indemnity obligation pursuant to this Section 7.2(e)(ii) except to the extent that Buyer is materially prejudiced thereby. The Buyer, at the Buyer’s sole cost and expense, shall control any Tax Contest in relation to any amounts for which the Buyer is required to indemnify the Seller pursuant to this Section 7.2(e)(ii) only if: (A) the Buyer acknowledges to the Seller, in writing, the Buyer’s obligation to indemnify the Seller for any Tax liability under this Section 7.2(e)(ii), (B) the Buyer timely keeps the Seller reasonably informed of the progress of each such Tax Contest, (C) the Buyer permits the Seller to review and comment on all written submissions made to any administrative or judicial body in connection with each such Tax Contest, and (D) to the extent that a Tax assessment must be paid, including prior to commencing a Tax Contest, the Buyer unconditionally acknowledges that it is responsible for paying such assessment; provided, however, that the Buyer will not be permitted to settle or compromise any such Tax Contest without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed, if the resolution of such Tax Contest reasonably could be expected to materially affect the Tax liability or Tax attributes of the Seller or its Affiliates (including, prior to the Closing Date, the Company) for any Taxes payable by, Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date). (iii) All indemnification payments required pursuant to this Section 7.2(e) or Article VIII shall be deemed to be withheld byadjustments for Tax purposes to the aggregate consideration paid by the Buyer pursuant to this Agreement, except to the extent otherwise required by applicable Law. (iv) Notwithstanding anything to the contrary in this Agreement, the Seller on account limitations set forth in Section 8.3 shall not apply to any indemnity obligation described in this Section 7.2(e). For the avoidance of Taxes payable on doubt, in the income or gains event of any inconsistency between the Trustprovisions of this Section 7.2(e) and Section 8.4, Taxes payable by virtue the provisions of the non-resident status of the Trust or Taxes payable on the capital of the Trustthis Section 7.2(e) shall control with respect to any indemnification claim relating to Taxes.

Tax Indemnity. The Seller agrees to defend Borrower will indemnify each Tax Indemnitee for the full amount of Indemnified Taxes (but not any Tax on any transfer or assignment of, or any participation in, the Loans or this Agreement) or Other Taxes (and to save the Indemnified Parties harmless from any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee, including any liability (including penalties, interest and against any and all liabilities expenses) arising out of the transactions contemplated by this Agreement therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted. Any indemnification payment to or resulting from which any delay by the Seller in paying or any omission Tax Indemnitee is entitled pursuant to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller clause (c) shall be required by law made within thirty (30) days from the date such Tax Indemnitee makes written demand therefor; provided, however, that Borrower shall not be obligated to deduct or withhold any Taxes from or make payment to such Tax Indemnitee pursuant to this Section 2.8(c) in respect of penalties, interest or additions to taxes attributable to any sum payable Indemnified Taxes or Other Taxes if (i) written demand for such Indemnified Taxes or Other Taxes has not been made by or such Tax Indemnitee within 60 days from the date on behalf which such Tax Indemnitee received written notice of the Seller on its own behalf imposition of such Indemnified Taxes or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Other Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation taxing authority or other authority in accordance with applicable law and will provide Governmental Authority, but only to the Trust copies extent such penalties, interest and additions to taxes are attributable to such failure or delay by such Tax Indemnitee in making such written demand, or (ii) such penalties, interest or additions to taxes are attributable to the gross negligence or willful misconduct of such forms as Tax Indemnitee. After such Tax Indemnitee receives written notice of the imposition of any Indemnified Taxes or Other Taxes that are required subject to be provided this Section 2.8(c), such Tax Indemnitee shall act in good faith to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties promptly notify Borrower of Borrower’s Obligations under this Section for any Taxes payable by2.8(c); provided, or required however, that, except to be withheld by, the Seller on account of Taxes payable on the income or gains extent expressly provided in clause (i) of the Trustpreceding sentence, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustno failure to give notice shall prejudice any Tax Indemnitee’s rights hereunder.

Tax Indemnity. The Seller agrees Borrower will indemnify each Bank and Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Bank or Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Bank or Agent (as the case may be) makes written demand therefor. If, in the reasonable opinion of Borrower or such Bank, any amount has been paid with respect to defend Taxes or Other Taxes which are not correctly or legally asserted, such Bank will cooperate with Borrower (such cooperation to be without expense or liability to such Bank) in seeking to obtain a refund of such amount; provided, that, such Bank shall not be required to cooperate in seeking to obtain a refund unless (i) if such Bank reasonably requests, Borrower has delivered to such Bank an opinion of independent tax counsel selected by Borrower and reasonably acceptable to save such Bank to the Indemnified Parties harmless effect that there is a reasonable possibility of success, (ii) such Bank has received from and against Borrower satisfactory indemnification for any and all liabilities liability, loss, cost or expense arising out of or relating to the transactions contemplated effort to obtain such refund, and (iii) Borrower shall have indemnified such Bank for the payment of such Taxes or Other Taxes pursuant to this subsection (c). Each Bank and Agent, as the case may be, will promptly (within 30 days) notify Borrower of the assertion of any liability by this Agreement any taxing authority with respect to Taxes or resulting from Other Taxes and any delay payment by the Seller in paying such Bank or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect Agent of such Taxes have been madeor Other Taxes; provided, that, the Trust receives or retains an amount equal failure to the sum give such notice shall not relieve Borrower of its obligations hereunder to make indemnification for any such liability except that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller Borrower shall not be liable for penalties or interest (x) accruing after such 30 day period until such time as it receives the notice contemplated above, after which time it shall be liable for interest and penalties accruing after such receipt or (y) to indemnify the Indemnified Parties under this Section for any Taxes payable by, extent that such penalties or required interest arise as a direct result of such failure to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustgive notice.

Tax Indemnity. The (a) Seller agrees to defend will indemnify and to save hold harmless the Buyer Indemnified Parties harmless from and against any and all liabilities arising out of Taxes imposed on the transactions contemplated by this Agreement with respect to or resulting from Transferred Companies for any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalfPre Closing Tax Years, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor except to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of extent such Taxes have been madeproperly reserved for on the books of the appropriate Transferred Company(ies) as of the Closing Date or the liability for such Taxes is otherwise disclosed on the Disclosure Schedule hereto; provided, however, that Seller will have no liability to Buyer hereunder until such Taxes impose Tax liability on the Transferred Companies in excess of DTAs less DTLs. Notwithstanding the foregoing, if any such Tax-related liability requires Buyer to make a cash payment in respect thereof, the Trust receives or retains an amount equal forgoing indemnification by Seller in this Section will apply in full force, provided, however, that if such Tax-related liability generates a Tax credit for use with respect to the sum same year with respect to which the cash payment is due or any prior year, then the foregoing indemnification by Seller in this Section will apply in full force only to the extent that such Tax-related liability exceeded any such Tax credit; provided, further, without duplication of any effect of the Trust would have received treatment of DTAs and DTLs under Section 2.3(b) hereof, that if such Tax-related liability generates a Tax credit that is used in any future year, the Buyer will make a cash payment to Seller in respect thereof when it is used. With respect to any Tax liability that did not give rise to indemnity solely because it did not exceed the total DTAs less total DTLs, the DTAs thereafter will be deemed reduced in the amount of such liability, and no amount shall be due or retained had no payable with respect to the amount of DTAs reduced at such deductions, withholdings time or payments been made;any time thereafter under Section 2.3(b)(viii) hereof. Buyer will be liable for and will indemnify and hold harmless Seller from and against (A) any and all Taxes imposed on the Transferred Companies for any Post Closing Tax Years and (B) any Taxes imposed on the Transferred Companies for any Pre-Closing Tax Years to the extent such Taxes are reserved on the books of the appropriate Transferred Company(ies) as of the Closing Date or are otherwise disclosed on the Disclosure Schedule hereto. (b) For purposes of determining the liability of Seller shall make and Buyer pursuant to Section 8.1(a) with respect to Taxes (other than Transfer Taxes) that are payable for a taxable period that begins before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of any such deductions Tax that is allocable to the Pre Closing Tax Years will be in the case of (i) Taxes imposed on a periodic basis or withholdingsotherwise measured by the level of any item deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period irrespective of the lien or assessment date of such Taxes; and(ii) Taxes imposed on or measured by income, gross receipts, wages, expenses or other similar periodic measures or imposed on sales, assignments or any other transfers of any property deemed equal to the amount which would be payable if the taxable year ended with the Closing Date (based on an interim closing of the books as of the Closing); and (iii) Taxes imposed on the basis of premium deemed equal to the amount which would be payable on the basis of the amount of the premium written as of the Closing. The portion of any Tax not allocable to the Pre Closing Tax Years in accordance with the foregoing will be allocable to the post Closing tax years. (c) the Seller shall pay forthwith the full amount deducted or withheld Notwithstanding any other provision in this Agreement to the relevant taxation authority or other authority in accordance with applicable law and will provide contrary, (i) to the Trust copies extent Seller or any Affiliate of Seller (other than the Transferred Companies) has paid estimated Taxes that are attributable to the income, gain, business or activities of the Transferred Companies and prior to the Closing Date Seller has not been reimbursed for such expenses and such estimated Taxes are actually applied to the Tax account of the Transferred Companies, Seller's liability for Taxes pursuant to this Agreement will be reduced by the amount of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certaintypayments, it is hereby acknowledged by the parties hereto that the and (ii) Seller shall will not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required Tax to be withheld by, the Seller on account of Taxes payable extent such Tax is reflected on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustClosing SAP Balance Sheet.

Tax Indemnity. The Seller agrees to defend Any and to save the Indemnified Parties harmless from all payments under this Agreement or under any Deal Sheet shall be made free and against clear of and without deduction for any and all liabilities arising out of the transactions contemplated by this Agreement with respect to present or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligorfuture Taxes. If the Seller Purchaser shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the any implied interest hereunder to Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (ai) the sum payable to the Trust shall be increased as may be by the amount necessary so that after making all required deductions (or including deductions applicable to additional sums payable under this Section 4.03(e)), Seller shall receive an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount cash equal to the sum that the Trust it would have received or retained had no such deductions, withholdings or payments deductions been made; , (bii) the Seller Purchaser shall make such deductions or withholdings; and and (ciii) the Seller Purchaser shall pay forthwith the full amount deducted or withheld to the relevant taxation taxing authority or other governmental authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Sellerlaw. For greater certaintyPurchaser shall confirm that all applicable Taxes, if any, imposed on it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status transactions under this Agreement, have been properly and legally paid by it to the appropriate taxing authorities by sending to Seller either (A) official tax receipts or notarized copies of such receipts to Purchaser within 15 days after payment of any applicable Tax or (B) a certificate executed by an authorized officer of Purchaser confirming that such Taxes have been paid, together with evidence of such payment. To the Trust fullest extent permitted by applicable law, Purchaser will indemnify Seller for the full amount of Taxes, including, but not limited to, any Taxes imposed by any jurisdiction on amounts payable under this Section 4.03(e), paid by Seller pursuant to this Section 4.03(e) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes payable on were correctly or legally asserted. Any payment pursuant to such indemnification shall be made within 30 days after the capital of the Trustdate Seller makes written demand therefor.

Tax Indemnity. The Seller agrees Each Mrfresh Shareholder shall be respectively responsible for and settle any and all Transaction Taxes imposed on such Party (if any) within the Tax Obligation Period in connection with the consummation of the transactions contemplated by the Transaction Documents within the timeline as required under the competent tax authority’s written payment notice in accordance with the applicable Laws. For the avoidance of any doubt, each Mrfresh Shareholder shall be responsible for and settle any and all Transaction Taxes within the timeline as required under the competent tax authority’s written payment notice in accordance with the applicable Laws, and deliver evidences to defend the reasonable satisfaction of the Company and Mrfresh Cayman that such Mrfresh Shareholder has made all tax settlement based on the duly executed Transaction Documents with the competent tax authority. Notwithstanding anything in the contrary, within the Tax Obligation Period, in the event that any Mrfresh Shareholder and its Fully Repurchased Shareholder’s Guarantor or any Exchanged Shareholder’s Successor (as the case may be) (i) fails to save satisfy its Transaction Tax obligations within the timeline as required under the competent tax authority’s written payment notice in accordance with the applicable Laws or (ii) fails to bear its portion of Non-Indemnified Parties Transaction Taxes which have been incurred by Missfresh Limited, Mrfresh Limited or any each of its Group Companies, such Mrfresh Shareholder and its Fully Repurchased Shareholder’s Guarantor or any Exchanged Shareholder’s Successor (as the case may be) shall indemnify and hold harmless the Company and Mrfresh Cayman from and against any and all liabilities arising out Indemnifiable Loss, resulting from or as a result of such failure. Furthermore, within the Tax Obligation Period, in the event any Exchange Mrfresh Shareholder or any Exchanged Shareholder’s Successor (collectively, the “Failed Exchange Mrfresh Shareholders”) fails to satisfy its Transaction Tax obligations within the timeline as required under the competent tax authority’s written payment notice in accordance with the applicable Laws, the Company is entitled to, without prior consent of such Failed Exchange Mrfresh Shareholder: (A) to the extent permitted by law, withhold and pay the applicable portion of such Failed Exchange Mrfresh Shareholder’s Transaction Tax with competent tax authority within the PRC by cancelling or offsetting its respective number of Series E1 Preferred Shares or any other Equity Securities of the transactions contemplated Company held by this Agreement such Failed Exchange Mrfresh Shareholder, according to the then fair-market value of such Series E1 Preferred Shares or any other Equity Securities of the Company held by such Failed Exchange Mrfresh Shareholder; (B) offset and deduct directly from any consideration or distribution as may be paid or delivered to such Failed Exchange Mrfresh Shareholder by the Company after Closing, including without limitation any dividend, compensation and/or other distributions; and/or (C) require such Failed Exchange Mrfresh Shareholder to compensate the Company and/or fulfil its Transaction Tax obligations prior to its transfer, sale, pledge, repurchase, or any other disposition of any shares or equity interests of the Company, including without limitation, the Company is entitled to require the Failed Exchange Mrfresh Shareholder or its then applicable purchaser or transferee of such Failed Exchange Mrfresh Shareholder’s shares or equity interests to compensate the Company in cash with an amount equivalent to such Failed Exchange Mrfresh Shareholder’s portion of Transaction Tax before the Company cooperates and facilitates the procedures with respect to or resulting from any delay by the Seller in paying such Failed Exchange Mrfresh Shareholder’s transfer, sale, pledge, repurchase, or any omission to pay other disposition of any Taxes otherwise required under this Agreement to be paid shares or withheld and remitted by or on behalf equity interests of the Seller on its own behalfCompany. For avoidance of doubt, on behalf subject to Section 7.2(v) hereof, none of the Trust Mrfresh Shareholders (including its Fully Repurchased Shareholder’s Guarantor or on behalf of any Obligor. If Exchanged Shareholder’s Successor (as the Seller case may be)) shall be required by law obligated to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of perform the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased tax indemnification obligations as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, 7.2(iv) after the Seller on account of Taxes payable on the income or gains expiration of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustTax Obligation Period.

Tax Indemnity. The Seller agrees to defend Lessee represents warrants and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereundercovenants as follows: (a) the sum payable to the Trust This Lease shall be increased a lease for federal and state income tax purposes. Lessee shall be treated as the lessee of the Equipment for federal and applicable state income tax purposes and Lessor shall be treated as the purchaser, owner, lessor and original user of the Equipment for federal and applicable state income tax purposes and shall be entitled to such deductions, credits and other benefits as are provided an owner of property (the Tax Benefits), including but not limited to: (i) the maximum depreciation deductions with respect to each item of Equipment as provided by Section 167(a) of the Internal Revenue Code of 1986, as amended (the Code ), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as may be necessary specified on the applicable Schedule for the Equipment, and Lessor shall also be entitled to corresponding state depreciation deductions; and (or ii) For purposes of determining depreciation deductions, the Equipment shall have an amount income tax basis equal to Lessor’s cost for the Equipment specified on the applicable Schedule, plus such expenses of the transaction incurred by Lessor as may be included in basis under Section 1012 of the Code, and shall be owed to placed in service (and certified as such by Lessee) by the Trust) so that, after all required deductions, withholdings or payments last business day of the same calendar year in respect of which the Schedule for such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made;Equipment is executed. (b) If, with respect to any item of Equipment, Lessee’s representations, warranties and/or covenants contained herein or in any other agreement or document entered into relating to the Seller Equipment are or are determined to be incorrect and Lessor shall make such deductions determine that it shall not have the right to claim all or withholdings; andany portion of the Tax Benefits or if all or any portion of the Master Lease Agreement Rev. 08-04-2017 Tax Benefits shall be disallowed or recaptured (hereinafter referred to as a Tax Benefit Loss ), then subject to the exceptions set forth below and at the sole discretion of Lessor, Lessee shall, within thirty (30) days after written notice from Lessor that a Tax Benefit Loss has occurred, pay to Lessor at Lessor’s option, either a lump-sum payment or an increase to the remaining monthly payments due under this Lease in an amount which, after taking into account the effects of interest, penalties and additional taxes payable by Lessor as a result of the Tax Benefit Loss and the receipt of payment hereunder, will cause Lessor’s net effective after-tax return over the term of this Lease to equal the net effective after-tax return which would have been available if Lessor had been entitled to the utilization of all the Tax Benefits. (c) For purposes hereof a Tax Benefit Loss shall occur upon the Seller shall pay forthwith earliest of (i) the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies happening of an event which causes such forms as are required to be provided to such authority evidencing Tax Benefit Loss, (ii) the payment by Lessor to the Seller. For greater certaintyInternal Revenue Service or the applicable state revenue office of the tax increase resulting from such Tax Benefit Loss, it is hereby acknowledged by or (iii) the parties hereto that adjustment of the Seller tax return of Lessor to reflect such Tax Benefit Loss. (d) Notwithstanding the foregoing, Lessor shall not be liable entitled to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller receive a payment hereunder on account of Taxes payable any Tax Benefit Loss directly attributable to any of the following: (i) any act on the part of Lessor which causes a Tax Benefit Loss; (ii) the failure of Lessor to have sufficient taxable income or gains tax liability to utilize such Tax Benefits; or (iii) the happening of any other event with respect to Lessor (such as a disqualifying change in Lessor’s business) which causes a Tax Benefit Loss. (e) This paragraph is expressly made for the benefit of, and shall be enforceable by Lessor, any person, firm, corporation or other entity to which Lessor transfers title to all or a portion of the TrustEquipment and their successors and assigns (Owner). For purposes hereof, Taxes payable by virtue the term Owner shall include an affiliated group (within the meaning of the non-resident status Code) of the Trust or Taxes payable which it is a member for any year in which a consolidated income tax return is filed for such affiliated group. Lessee agrees to indemnify and hold any such Owner harmless from any Tax Benefit Loss on the capital same as if said Owner were the Lessor hereunder. All of Lessor’s rights and privileges arising from the Trust.indemnities contained herein shall survive the expiration or other termination of this Lease. Master Lease Agreement Rev. 08-04-2017 Page 15

Tax Indemnity. The Seller In the event any Taxes, or fine, penalty, and/or interest thereon are at any time assessed against the Landlord by any state in which a portion of the Premises is located or any local governmental entity or authority as a result of or arising out of the lease of the Premises by the Tenant from the Landlord, or Landlord becomes liable for any reason for any liability of Tenant for Taxes or for any fine, penalty, or interest thereon, whether such assessment arises from the sole liability of Landlord or from the joint liability of Landlord and Tenant, and Landlord pays such assessment or liability, Tenant hereby agrees to pay to the Landlord an amount equal to the amount of such assessment of Tax, fine, penalty and interest. Such payment shall be due and payable to Landlord on or before the thirtieth (30th) day following Tenant's receipt of a written notice from Landlord (pursuant to the notice provisions under this Lease) of any such assessment and payment. Tenant shall have the right, but not the obligation, to protest the amount or payment of such assessment (in whole or in part) against the Landlord, and Landlord will cooperate fully with Tenant in regard to such protest; provided that in the event of any protest by Tenant, Landlord shall not incur any expense because of such protest. Tenant shall diligently and continuously prosecute any such protest. To the fullest extent permitted by law, Tenant agrees to protect, indemnify, defend and to save the Indemnified Parties harmless Landlord, its directors, officers, shareholders, agents, and employees from and against any and all liabilities foreseeable or unforeseeable liability, expense, loss, costs, deficiency, fine, penalty, interest, or other damages (including, without limitation, punitive or consequential damages, reasonable attorneys' fees, and expenses) arising out of the transactions contemplated or due to any tax protest by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.Tenant pursuant to

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any (4) (a) Any and all liabilities arising out of the transactions contemplated by payments under this Agreement with respect Subsidiary Guarantee to or resulting from for the account of any delay by the Seller in paying holder of a Note shall be made free and clear of, and without deduction or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by withholding for or on behalf of account of, any Tax, except to the Seller on its own behalf, on behalf of the Trust extent such deduction or on behalf of any Obligorwithholding is required by law. If the Seller shall be any Tax is required by law to deduct be deducted or withhold withheld by any Taxes Subsidiary Guarantor from or in respect of any sum payable such payments made by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the executionsuch Subsidiary Guarantor, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall Subsidiary Guarantor will make such deductions or withholdings; and (c) withholding and pay to the Seller shall pay forthwith relevant taxing authority the full amount deducted or withheld before penalties attach thereto or interest accrues thereon. In the event of the imposition by or for the account of any Applicable Taxing Authority or of any Governmental Authority of any jurisdiction in which any Subsidiary Guarantor resides for tax purposes or any jurisdiction from or through which such Subsidiary Guarantor is making any payment in respect of this Subsidiary Guarantee of any Tax, other than any Excluded Tax, upon or with respect to any payments in respect of this Subsidiary Guarantee, whether by withholding or otherwise, such Subsidiary Guarantor hereby agrees to pay forthwith from time to time in connection with each payment on this Subsidiary Guarantee to each holder of a Note such amounts as shall be required so that every payment received by such holder in respect of the Notes and every payment received by such holder under this Subsidiary Guarantee will not, after such withholding or deduction or other payment for or on account of such Tax and any interest or penalties relating thereto, be less than the amount due and payable to such holder in respect of such Note or under this Subsidiary Guarantee before the assessment of such Tax; provided, however, that such Subsidiary Guarantor shall not be obliged to pay such amounts to any holder of a Note in respect of Taxes to the relevant taxation authority extent such Taxes exceed the Taxes that would have been payable: (i) had such holder not had any connection with the Applicable Jurisdiction or any territory or political subdivision thereof other than the mere holding of a Note with the benefit of this Guarantee (or the receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof); or (ii) but for the delay or failure by such holder (following a written request by such Subsidiary Guarantor) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other authority in accordance with applicable law and will provide to the Trust copies of such forms as reasonably required evidence (collectively “Forms”), that are required to be provided filed by such holder to avoid or reduce such authority evidencing Taxes and that in the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for case of any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trustforegoing would not result in any confidential or proprietary income tax return information being revealed, Taxes payable either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by virtue such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (ii) upon the non-resident status good faith completion and submission of the Trust or Taxes payable on the capital such Forms as may be specified in a written request of the Trust.such Subsidiary Guarantor no later than 60 days after receipt by

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay All payments made by the Seller in paying or any omission to pay any Taxes otherwise required Obligors under this Agreement to and the Notes shall be paid made free and clear of, and without deduction or withheld and remitted by withholding for or on behalf of the Seller on its own behalfaccount of, on behalf of the Trust any present or on behalf of any Obligor. If the Seller shall be required by law to deduct future income, stamp or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the executionother taxes, deliverylevies, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated herebyimposts, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so thatduties, after all required deductionscharges, withholdings or payments in respect of such Taxes have been madefees, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and , now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (cas hereafter defined), excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Lender as a result of a present or former connection between such Lender and the Seller shall pay forthwith jurisdiction of the full amount deducted Governmental Authority imposing such tax or withheld to the relevant taxation any political subdivision or taxing authority thereof or therein (other authority in accordance with applicable law and will provide to the Trust copies of than any such forms as connection arising solely from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to be provided withheld from any amounts payable to any Lender hereunder or under any Note, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Obligors, as promptly as possible thereafter the Obligors shall send to such Lender a certified copy of an original official receipt received by the Obligors showing payment thereof. If the Obligors fail to pay any Non-Excluded Taxes when due to the appropriate taxing authority evidencing or fail to remit to such Lender the required receipts or other required documentary evidence, the Obligors shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the TrustLoans and all other amounts payable hereunder. As used in this Section, Taxes payable by virtue "Governmental Authority" shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of the non-resident status of the Trust or Taxes payable on the capital of the Trustpertaining to government.

Tax Indemnity. The Seller agrees to defend (a) Any tax indemnity provisions (and to save any related mitigation provisions) in the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or Existing Finance Documents in respect of any sum payable by Facility will continue in full force and effect in accordance with their terms as to any payments made thereunder or on behalf of the Seller on its own behalf or on behalf of hereunder. (b) In addition, in relation to any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents payments to be delivered hereunder made under this Agreement and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes New Finance Documents in respect of any sum received by Facility, any tax indemnity provisions in the Trust from Existing Finance Documents for that Facility will apply to such payments as if the Seller hereunder:Obligors had been "Obligors", "Borrowers" and/or "Guarantors" (as applicable) and the "Agent" had been the Administrative Agent under those Existing Finance Documents and the New Finance Documents had been "Finance Documents", "Transaction Security Documents" and/or the "Agreement" (as applicable) for the purposes of those Existing Finance Documents. (ac) Without limiting any provision in an Existing Finance Document that provides for such an indemnity, the sum payable to the Trust Company shall be increased as may be necessary within three Business Days of demand pay (or an amount shall procure to be owed paid) to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains a Recipient an amount equal to the sum loss, liability or cost which that the Trust would have received Recipient determines will be or retained had no such deductions, withholdings has been (directly or payments been made; (bindirectly) the Seller shall make such deductions suffered for or withholdings; and on account of Tax by that Recipient in respect of a Finance Document. Paragraph (c) above shall not apply with respect to any Tax assessed on a Finance Party: (i) under the Seller shall pay forthwith law of the full amount deducted jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or withheld jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (ii) 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 relevant taxation authority net income received or other authority in accordance with applicable law and receivable (but not any sum deemed to be received or receivable) by that Finance Party. (d) A Recipient making, or intending to make a claim under paragraph (c) above shall promptly notify the Administrative Agent of the event which will provide give, or has given, rise to the Trust copies of such forms as are required to be provided to such authority evidencing claim, following which the Administrative Agent shall notify the Company. (e) A Recipient shall, on receiving a payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties from an Obligor under this Section for any Taxes payable by19.3, or required to be withheld by, notify the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustAdministrative Agent.

Tax Indemnity. The Seller agrees to defend and to save All payments whatsoever under this Deed of Guarantee will be made by the Indemnified Parties harmless from and against any and all liabilities arising out relevant Member Guarantor in lawful currency of the transactions contemplated by this Agreement with United States of America (in the case of payments in respect to of the U.S. Dollar Notes) or resulting from Australia (in the case of payments in respect of the Series G Notes) free and clear of, and without liability for withholding or deduction for or on account of, any delay by the Seller in paying present or any omission to pay any future Taxes otherwise required under this Agreement to be paid of whatever nature imposed or withheld and remitted levied by or on behalf of any jurisdiction other than the Seller on its own behalfUnited States, on behalf of Canada (in the Trust or on behalf case of any Obligorholder of Notes incorporated, organized or resident for tax purposes in Canada), Japan (in the case of any holder of Notes incorporated, organized or resident for tax purposes in Japan) or Australia (in the case of any holder of Notes incorporated, organized or resident for tax purposes in Australia) (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law. If the Seller any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required by law to deduct or withhold any Taxes from or in respect of any sum amounts to be paid by any Member Guarantor under this Deed of Guarantee, such Member Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each Holder such additional amounts as may be necessary in order that the net amounts paid to such Holder pursuant to the terms of this Deed of Guarantee, after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable by or on behalf to such Holder under the terms of this Deed of Guarantee before the Seller on its own behalf or on behalf assessment of such Tax, provided that no payment of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust additional amounts shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunderbe made for or on account of: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been madeany Excluded Tax; (b) with respect to a Holder, provided that such Member Guarantor is registered under the Seller shall make laws of Australia, any Tax that would not have been imposed but for any breach by such deductions Holder of any representation made or withholdings; anddeemed to have been made by such Holder pursuant to Section 6.3(a), 6.3(c) or 6.3(d) of the Note and Guarantee Agreement; (c) any Tax that would not have been imposed had any such Holder that is an Australian tax resident or holds the Seller shall pay forthwith the full amount deducted Note in connection with a permanent establishment in Australia provided such Member Guarantor with: (i) its Australian business number; or (ii) its Australian tax file number or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies evidence of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.an exemption from providing an Australian tax file number;

Tax Indemnity. The Seller agrees Company will pay (to defend the extent required to be paid), and will indemnify and hold harmless the Underwriters against (to save the Indemnified Parties harmless from extent actually paid by the Underwriters), any documentary, stamp, registration, issuance, transfer or similar tax, including any interest and against any penalties, in connection with (A) the execution, delivery and all liabilities arising out performance of this Agreement, and (B) the creation, issue, sale and delivery of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement Offered Shares to be paid or withheld and remitted sold hereunder. All payments to be made hereunder by or on behalf of the Seller on its own behalf, on behalf Company to or for the benefit of the Trust any Underwriter shall be without withholding or deduction for or on behalf account of any Obligor. If present or future taxes or duties unless the Seller shall be required Company is compelled by law to deduct or withhold such taxes or duties. In that event, except for any Taxes from present or in respect future taxes or duties imposed on an Underwriter as a result of any sum payable by present or on behalf of the Seller on its own behalf or on behalf of former connection (other than any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of resulting from the transactions contemplated herebyby this Agreement) between such Underwriter and the jurisdiction imposing such withholding or deduction, or if the Trust Company shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased such additional amounts as may be necessary in order to ensure that the net amounts received after such withholding or deductions shall equal the amounts that would have been received if no withholding or deduction has been made. For the avoidance of doubt, all sums payable, paid or deemed payable or paid by the Company under this Agreement shall be considered exclusive of value added tax, sales tax or similar taxes which shall be paid by the Company. If an Underwriter determines, acting in its absolute discretion (but in good faith), that it has obtained a refund (or an amount credit in lieu of a refund) of any such taxes (including interest and penalties) for which it has been indemnified or with respect to which it has received additional amounts, in each case under this Section 3(s), such Underwriter shall be owed without unreasonable delay pay to the TrustCompany such refund (or credit), net of all out-of-pocket expenses of such Underwriter and without interest (other than any interest paid by the relevant governmental authority with respect to such refund (or credits)); provided, however, that in no event will such Underwriter pay any amount that will leave it in a less favorable net after-tax position than it would have been in if the amounts giving rise to such tax credit or refund had not been paid, deducted or withheld; and provided, further, that nothing in this Section 3(s) so thatshall: (i) interfere with the rights of any Underwriter to arrange its affairs (tax or otherwise) in whatever manner it thinks fit, after all required deductions, withholdings (ii) oblige any Underwriter to investigate or payments claim any credit or refund available to it or (iii) oblige any Underwriter to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trusttaxes.

Tax Indemnity. The Seller agrees to defend and to save This Agreement is entered into on the Indemnified Parties harmless from and against any and all liabilities arising out basis that: (i) Lessor shall be the owner of the transactions contemplated by this Agreement Equipment for federal and state income tax purposes and entitled to such deductions, credits, and other benefits as are provided an owner of personal property, including but not limited to the maximum Modified Accelerated Cost Recovery System deductions ("depreciation") for the MACRS Property Class life under the Internal Revenue Code of 1986 ("Code"); and interest paid or accrued with respect to any loan made to or resulting from assumed by Lessor or its assigns to finance the purchase of the Equipment (collectively referred to herein as the "Tax Benefits"). If, with respect to any delay by item of Equipment, Lessor or its assigns shall not have or shall lose the Seller in paying right to claim all or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf portion of the Seller on its own behalf, on behalf Tax Benefits or if all or any portion of the Trust or on behalf of any Obligor. If the Seller Tax Benefits shall be required by law disallowed or recaptured (hereinafter referred to deduct as "Tax Benefit Loss") due to the acts or withhold any Taxes omission of Lessee, then the following provisions shall be applicable: a. Subject to the exceptions set forth below, Lessee shall, within thirty (30) days after written notice from Lessor that a Tax Benefit Loss has occurred, pay to Lessor at Lessor's option, either a lump-sum payment or an increase to the remaining monthly payments due under the Equipment Schedule in respect an amount which, after taking into account the effects of any sum interest, penalties, and additional taxes payable by or on behalf Lessor as a result of the Seller on its own behalf or on behalf Tax Benefit Loss and the receipt of any Obligor payment hereunder, will cause Lessor's net effective after-tax return over the term of the Equipment Schedule to equal the net effective after-tax return which would have been available if Lessor had been entitled to the Trust hereunder or in connection with utilization of all Tax Benefits. b. For purposes hereof a Tax Benefit Loss shall occur upon the execution, delivery, filing and recording hereof and earliest of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (ai) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by Lessor to the Seller. For greater certaintyInternal Revenue Service or the applicable state revenue office of the tax increase resulting from such Tax Benefit Loss, it is hereby acknowledged by or (ii) the parties hereto that adjustment of the Seller tax return of the Lessor to reflect such Tax Benefit Loss. c. Notwithstanding the foregoing, Lessor shall not be liable entitled to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller a payment hereunder on account of Taxes payable any Tax Benefit Loss directly attributable to any other following: (i) any act on the part of the Lessor which causes a Tax Benefit Loss; (ii) the failure of Lessor to have sufficient taxable income or gains tax liability to utilize such Tax Benefits; or, (iii) the happening of any other event with respect to Lessor (such as disqualifying change in Lessor's business or characterization of Lessor as a personal holding company) which causes a Tax Benefit Loss. d. This Section is expressly made for the benefit of, and shall be enforceable by Lessor, any person, firm corporation, or other entity to which Lessor transfers title to all or a portion of the TrustEquipment and their successors and assigns (collectively, Taxes payable by virtue the "Owner"). For the purpose hereof, the term "Owner" shall include an affiliated group (within the meaning of the non-resident status Code) of the Trust which a person or Taxes payable entity is a member for any year in which a consolidated income tax return is filed for such affiliated group. Lessee shall indemnify and hold harmless any such Owner from any Tax Benefit Loss on the capital same terms and to the same extent as it would have indemnified Lessor and held Lessor harmless as if said Owner were the Lessor hereunder. All of Lessor's rights and privileges arising from the Trustindemnities contained herein shall survive the expiration or other termination of this Lease.

Tax Indemnity. The Seller 8.1 Buyer Indemnity Buyer hereby assumes liability for and agrees (i) to pay in a procedurally proper and timely manner to the appropriate taxing authority, and on written demand to defend Seller against and to save the Indemnified Parties harmless from indemnify Seller for, all sales taxes, use taxes, value-added taxes, documentary stamp taxes and against any similar transfer taxes (and all liabilities arising out of fines, penalties, additions to tax and interest relating thereto, if any) (collectively, “Transfer Taxes”) which are imposed by any governmental, regulatory or taxing authority in the transactions contemplated by this Agreement United States or in any other jurisdiction and which are imposed on or with respect to (x) the sale, transfer of title or resulting from any delay delivery of the Engines by the Seller in paying to Buyer, or any omission payment by Buyer to pay any Taxes otherwise required under Seller, pursuant to this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with (y) the execution, delivery, filing and or recording hereof and of this Agreement or any other agreement or other document pursuant to this Agreement (including any of the Transaction Documents), and all costs and expenses incurred by Seller with respect thereto, (ii) to prepare and file in a procedurally proper and timely manner all reports and other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided filed with respect to all Transfer Taxes, and (iii) on written demand to pay, and to indemnify Seller for all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Seller with respect to any Transfer Taxes. Without in any way limiting, modifying or amending Buyer’s obligations set forth in this Section 8.1 hereinabove, if Buyer is entitled to an exemption from any Transfer Tax which, but for such exemption, would apply to the sale, transfer or delivery of the Engines by Seller to Buyer pursuant to this Agreement, Buyer shall deliver to Seller before the transfer of title to such authority Engines by Seller to Buyer on the Closing Date a properly completed and duly signed exemption certificate or other document required by applicable Transfer Tax law evidencing Buyer’s entitlement to such exemption. 8.2 Net Price For the payment avoidance of doubt, the Purchase Price of the Engines and each other amount stated as being payable by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that Buyer to the Seller shall pursuant to this Agreement does not be liable include any amount with respect to indemnify the Indemnified Parties under this Section for any Taxes payable byTransfer Tax, or and if any Transfer Tax is required to be withheld bypaid with respect to any such amount, Buyer shall pay such Transfer Tax and indemnify Seller therefore in the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustmanner described in Section 8.1 hereof.

Tax Indemnity. The Seller agrees to defend Optionee shall indemnify and to save keep indemnified the Indemnified Parties harmless Company and any of its Subsidiaries from and against any Tax Liability. (Signature Page Follows) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all liabilities arising out of which shall constitute one document. By: Name: Title: OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2011 EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a copy of the transactions contemplated by Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Agreement with respect Option subject to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf all of the Seller on its own behalfterms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, on behalf has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Trust Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf interpretations of the Seller on its own behalf Administrator upon any questions arising under the Plan or on behalf of this Option. Optionee further agrees to notify the Company upon any Obligor to change in the Trust hereunder or in connection with the executionresidence address indicated below. Dated: OPTIONEE Print Name: Residence Address: Duolingo, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.Inc. Attention: Stock Administration

Tax Indemnity. The Seller agrees Notwithstanding anything in ARTICLE 8 to the contrary, Tenant shall protect and defend Landlord from and to save the Indemnified Parties against all criminal prosecution regarding and shall indemnify and hold Landlord harmless from and against any and all loses, costs, liabilities or damages (including reasonable attorneys' fees and disbursements and court costs) arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunderreason of: (a) Any and all U.S. Federal, state or local income taxes imposed upon Landlord in consequence of Landlord being treated as the sum payable to owner or lessor of the Trust shall be increased as may be necessary Premises (or an amount shall be owed to the Trustany part thereof) so that, after all required deductions, withholdings or payments in respect of for such Taxes have been made, the Trust receives or retains an amount equal to the sum tax purposes (provided that the Trust would have received or retained had no such deductions, withholdings or payments been madeLandlord has fully complied with its obligations under SECTION 22.2(b)); (b) Any and all taxes imposed upon Tenant (except to the Seller shall make extent that such deductions or withholdings; andtaxes are imposed upon Tenant as a result of Landlord's failure to comply with its obligations under this Lease); (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law Any and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or all taxes required to be withheld byfrom payments made by Tenant to a third party not related to or affiliated with Landlord; (d) Any and all Real Estate Taxes; (e) Any and all taxes owed by Landlord as a result of payment made by Tenant to Landlord pursuant to Tenant's indemnity obligations under this SECTION 23.1 and (f) Any and all costs, liabilities or damages (including reasonable attorneys' fees) incurred by Landlord in obtaining indemnification payments from Tenant under the Seller on account provisions of Taxes this SECTION 23. 1. Tenant's obligation to reimburse or indemnify Landlord for any taxes, governmental fees, penalties, interest or other supplemental tax charges under this Lease shall be reduced by the value of any related or offsetting tax benefits derived or realized by Landlord. Tenant's duty to indemnify Landlord under this SECTION 23.1 shall apply only to taxes arising during the Term (whether or not due and payable on at the income or gains conclusion of the TrustTerm), Taxes payable by virtue but shall otherwise survive the expiration or earlier termination of the non-resident status of the Trust or Taxes payable on the capital of the Trustthis Lease.

Tax Indemnity. The Seller agrees Subject to defend Section 6.3(f), the Borrower shall indemnify the Administrative Agent and each Lender for any Non-Excluded Taxes and Other Taxes levied, imposed or assessed on (and whether or not paid directly by) the Administrative Agent or such Lender (and whether or not such Non-Excluded Taxes or Other Taxes are correctly or legally asserted by the relevant governmental authority). Promptly upon having knowledge that any such Non-Excluded Taxes or Other Taxes have been levied, imposed or assessed, and promptly upon notice thereof by the Administrative Agent or any Lender, the Borrower shall pay such Non-Excluded Taxes or Other Taxes directly to save the Indemnified Parties harmless from relevant governmental authority (provided, however, that neither the Administrative Agent nor any Lender shall be under any obligation to provide any such notice to the Borrower). In addition, the Borrower shall indemnify the Administrative Agent and against each Lender for any and all liabilities arising out incremental Taxes that may become payable by the Administrative Agent or any Lender as a result of any failure of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission Borrower to pay any Taxes otherwise required under this Agreement when due to be the appropriate governmental Authority or to deliver to the Administrative Agent, pursuant to Section 6.3(c), documentation evidencing the payment of Taxes or Other Taxes. With respect to indemnification for Non-Excluded Taxes and Other Taxes actually paid by the Administrative Agent or withheld and remitted by any Lender or on behalf of the Seller on its own behalfindemnification provided in the immediately preceding sentence, on behalf of the Trust or on behalf of any Obligor. If the Seller such indemnification shall be required by law to deduct made within 30 days after the date the Administrative Agent or withhold any Taxes from or in respect of any sum payable by or on behalf of such Lender, as the Seller on its own behalf or on behalf of any Obligor case may be, makes written demand therefor. Notwithstanding anything to the Trust hereunder contrary contained in this Section 6.3(d), the Borrower shall not be obligated to indemnify the Administrative Agent or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated herebyany Lender for, or if the Trust shall be required to pay directly to any governmental authority, any interest or penalties related to any such Non-Excluded Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable or Other Taxes, to the Trust shall be increased as may be necessary (extent that such interest or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments penalties in respect of such Non-Excluded Taxes have been made, or Other Taxes is attributable to any time prior to 90 days before the Trust receives Administrative Agent or retains an amount equal such Lender provided written notice to the sum Borrower of the imposition of such Non-Excluded Taxes or Other Taxes after the Administrative Agent or such Lender, as applicable, became aware that the Trust would have received such Non- Excluded Taxes or retained Other Taxes had no such deductionsbeen levied, withholdings imposed or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld assessed against it. The Borrower acknowledges that any payment made to the relevant taxation authority Administrative Agent or other any Lender or to any governmental authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains respect of the Trust, Taxes payable by virtue indemnification obligations of the non-resident status Borrower provided in this clause shall constitute a payment in respect of which the Trust or Taxes payable on the capital provisions of the TrustSection 6.3(a) and this clause shall apply.

Tax Indemnity. The Provided that the Purchaser or a member of the Purchaser Affiliated Group makes a written demand for indemnification against the Seller agrees to defend setting forth in reasonable detail the amount and to save the Indemnified Parties basis for such amount ("Written Demand"), Seller shall indemnify and hold the Purchaser harmless from and against all Taxes (including reasonable attorneys' and accountants' fees and other reasonable out-of-pocket expenses incurred in connection therewith) of the members of the Company Affiliated Group with respect to all Pre-Closing Periods (as defined below), to the extent such Taxes are not reflected in the reserve for Liability for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and all liabilities Tax income) shown on the face of the Closing Balance Sheet, or to the extent the Seller has not paid to the Purchaser the amount of such Taxes pursuant to Section 6.3(a). Notwithstanding the foregoing sentence, if there is a good faith dispute arising out of the transactions contemplated Written Demand, the Seller and the Purchaser agree to consult and resolve in good faith any dispute arising out of any such Written Demand. In the event the parties are unable to resolve any such dispute within twenty (20) days following the delivery of such Written Demand by the Purchaser to the Seller, the parties shall resolve their dispute by jointly requesting the Accounting Firm to resolve any issue. The scope of the Accounting Firm's review shall be limited to the disputed items. The parties agree to be bound by the determination of the Accounting Firm. The Accounting Firm shall make any such determination within twenty-five (25) days after submission of the dispute. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. For purposes of this Agreement section, "Pre-Closing Period" shall mean all periods ending on or before the -75- 81 Closing Date, and with respect to periods beginning before the Closing Date and ending after the Closing Date, shall mean the portion of such period allocable to the Seller. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or resulting from related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of calendar days in the entire taxable period, and (y) in the case of any delay Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account in accordance with Section 6.3(d) below. For purposes of this Section, with respect to any Tax Return that is due on or before (including extensions thereof) or relate to any taxable period ending on or before the Closing Date, all tax preparation fees (including reasonable attorneys' and accountants' fees and other reasonable out-of-pocket expenses incurred in connection therewith) paid by the Seller Purchaser with respect to such Tax Return shall be allocable to the Seller. For purposes of this Section, with respect to any Tax Return that relates to any taxable period beginning before the Closing Date and ending after the Closing Date, the tax preparation fees (including reasonable attorneys' and accountants' fees and other reasonable out-of-pocket expenses incurred in paying or any omission connection therewith) allocable to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law deemed to deduct or withhold any Taxes from or in respect be the amount of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or such tax preparation fees (including reasonable attorneys' and accountants' fees and other reasonable out-of-pocket expenses incurred in connection with therewith) multiplied by a fraction the execution, delivery, filing and recording hereof and numerator of which is the other documents to be delivered hereunder number of calendar days in the taxable period ending on the Closing Date and the consummation denominator of which is the transactions contemplated hereby, or if number of calendar days in the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustentire taxable period.

Tax Indemnity. The Seller agrees to defend Optionee shall indemnify and to save keep indemnified the Indemnified Parties harmless Company and any of its Subsidiaries from and against any Tax Liability. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all liabilities arising out of which shall constitute one document. COHERUS BIOSCIENCES, INC. By: Xxxxxx X. Xxxxxxx OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2010 EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a copy of the transactions contemplated by Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Agreement with respect Option subject to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf all of the Seller on its own behalfterms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, on behalf has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Trust Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf interpretations of the Seller on its own behalf Administrator upon any questions arising under the Plan or on behalf of this Option. Optionee further agrees to notify the Company upon any Obligor to change in the Trust hereunder or in connection with the executionresidence address indicated below. Dated: OPTIONEE Residence Address: Coherus BioSciences, deliveryInc. 000 Xxxxxxx Xxxxxx Xxxxxxx Suite 200 Redwood City, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.CA 94065 Attention: Stock Administration

Tax Indemnity. (a) The Seller agrees to defend and to save the Indemnified Parties harmless from and against Lessee agrees, whether or not any and all liabilities arising out of the transactions contemplated by this Agreement with respect hereby shall be consummated, to or resulting indemnify, protect, defend, save and hold harmless each Indemnitee, on an After Tax Basis, from and against, any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to and all Impositions that may be paid or withheld and remitted imposed on, incurred by or on behalf asserted against such Indemnitee (whether because of the Seller on its own behalfaction or omission by such Indemnitee or otherwise), on behalf of the Trust whether or on behalf of not such Indemnitee shall also be indemnified as to any Obligor. If the Seller shall be required such Impositions by law to deduct any other Person and whether or withhold any Taxes from not such Impositions arise or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor accrue prior to the Trust hereunder Closing Date or in connection with after the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made;Expiration Date. (b) Any Imposition indemnifiable under this SECTION 27.3 shall be paid directly when due to the Seller applicable taxing authority if direct payment is practicable and permitted. If direct payment to the applicable taxing authority is not permitted or is otherwise not made, any amount payable to an Indemnitee pursuant to this SECTION 27.3 shall make be paid within thirty (30) days after receipt of a written demand therefor from such deductions Indemnitee accompanied by a written statement describing in reasonable detail the amount so payable, but not before two Business Days prior to the date that the relevant Taxes are due. Any payments made pursuant to this SECTION 27.3 directly to the Indemnitee entitled thereto shall be made in immediately available funds at such bank or withholdings; andto such account as specified by the payee in written directions to the payor, or, if no such direction shall have been given, by check of the payor payable to the order of the payee by certified mail, postage prepaid at its address. Upon the request of any Indemnitee with respect to an Imposition that the Lessee is required to pay, the Lessee shall furnish such Indemnitee the original or a certified copy of a receipt for the Lessee's payment of such Imposition or such other evidence of payment as is reasonably acceptable to such Indemnitee. (c) Except in the Seller case of a payment to any Lender, at the Lessee's request, the amount of any indemnity payment by the Lessee pursuant to this SECTION 27.3 shall pay forthwith the full amount deducted or withheld be verified and certified by an independent public accounting firm mutually acceptable to the relevant taxation authority or other authority in accordance with applicable law Lessee and will the Indemnitee. The Indemnitee shall provide to such independent public accounting firm, on a confidential basis, the Trust copies requisite -40- financial information. The costs of such forms verification shall be borne by the Lessee unless such verification shall result in an adjustment in the Lessee's favor of the lesser of (i) $10,000, and (ii) five percent of the payment as are required computed by the Indemnitee, in which case such fee shall be paid by the Indemnitee. In no event shall the Lessee have the right to be review the Indemnitee's tax returns or receive any other confidential information from the Indemnitee in connection with such verification. Any information provided to such authority evidencing independent public accounting firm by any Person shall be and remain the payment by the Seller. For greater certainty, it is hereby acknowledged exclusive property of such Person and shall be deemed by the parties hereto to be (and the independent public accounting firm will confirm in writing that they will treat such information as) the private, proprietary and confidential property of such Person, and no Person other than such Person and the independent public accounting firm shall be entitled thereto and all such materials shall be returned to such Person. Such independent public accounting firm shall be requested to make its determination within thirty (30) days of the Lessee's request for verifications and the computations of the independent public accounting firm shall be final, binding and conclusive upon the Lessee and the Indemnitee. The parties agree that the Seller sole responsibility of the independent public accounting firm shall be to verify the amount of a payment pursuant to this Lease and that matters of interpretation of this Lease are not be liable within the scope of the independent public accounting firm's responsibilities. (d) The Lessor represents and warrants that it will not, prior to indemnify the Indemnified Parties under termination of this Section Lease, claim ownership of (or any tax benefits, including depreciation, with respect to) the Leased Assets for any Taxes payable byincome tax purposes, or required to be withheld by, it being understood that the Seller on account of Taxes payable on Lessee is and will remain the income or gains owner of the Trust, Taxes payable by virtue Leased Assets for such income tax purposes until the termination of the non-resident status of the Trust or Taxes payable on the capital of the Trustthis Lease.

Tax Indemnity. The Seller agrees to defend Company will indemnify and to save hold harmless the Indemnified Parties harmless from and Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and all liabilities arising out penalties, and, in Ireland, any VAT, on the sale of the transactions contemplated Shares by the Company to the Underwriters, on the execution and delivery of this Agreement with respect to or resulting from any delay and on the sale and delivery by the Seller Underwriters of the Shares as contemplated herein and in paying or any omission the Prospectus. All sums payable by the Payors to pay any Taxes otherwise required the Underwriters (the “Payees”) under this Agreement Agreement, including any indemnity payments made pursuant to this Section 4(q), shall be paid made without withholding or withheld and remitted by deduction for or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf account of any Obligor. If present or future taxes, duties or governmental charges whatsoever imposed in any Taxing Jurisdiction unless the Seller shall be required relevant Payor is compelled by law to deduct or withhold such taxes, duties or charges. In that event, and except for any Taxes from tax imposed on or in respect calculated by reference to the net income or capital gains earned, accrued or realized by the Underwriters or franchise taxes imposed on the Underwriters by a Taxing Jurisdiction as a result of any sum payable by present or on behalf of the Seller on its own behalf or on behalf of former connection (other than any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of resulting solely from the transactions contemplated herebyby this Agreement) between the Underwriters and the jurisdiction imposing such withholding or deductions, or if the Trust Payors shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased such additional amounts as may be necessary (in order to ensure that the net amounts received after such withholding or an amount deductions shall equal the amounts that would have been received if no withholding or deduction had been made. All sums payable by the Payors to the Payees under this Agreement shall be owed considered exclusive of VAT. All amounts charged by the Payees or for which the Payees are to be reimbursed will be invoiced together with any applicable VAT that is properly chargeable thereon, where appropriate. Any VAT due on the amounts charged by the Payees shall be for the account of the Payors, save to the Trust) so extent that, after all required deductionsin the event of a reimbursement of expenses, withholdings such Payee reasonably determines that it is entitled to credit or payments repayment in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to VAT from the relevant taxation authority or other authority tax authority, in accordance with applicable law and will provide to which event the Trust copies amount payable shall be reduced by the amount of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, credit or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustrepayment.

Tax Indemnity. The Seller General Partner agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any ObligorVehicle rental customers. If the Seller General Partner shall be required by law Applicable Law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor Partnership to the Trust Limited Partner hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions transaction contemplated hereby, or if the Trust Limited Partner shall be required to pay any Taxes in respect of any sum received by the Trust Limited Partner from the Seller Partnership hereunder: (a) the sum payable to the Trust Limited Partner shall be increased as may be necessary (or an amount shall be owed to the TrustLimited Partner) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust Limited Partner would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller General Partner shall make such deductions or withholdings; and (c) the Seller General Partner shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law Applicable Law and will provide to the Trust Limited Partner copies of such forms as are required to be provided to such authority evidencing the payment by the SellerGeneral Partner. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller General Partner shall not be liable to indemnify the Indemnified Parties under this Section section for any Taxes payable by, or required to be withheld by, the Seller General Partner on account of Taxes payable on the income or gains of the TrustLimited Partner, Taxes payable by virtue of the non-resident status of the Trust or Limited Partner, Taxes payable on the capital of the TrustLimited Partner or Taxes payable by reason of any breach of this Agreement by the Limited Partner.

Tax Indemnity. The Seller agrees (a) Subject to the time limitations on claims for tax indemnification set forth above, the Sellers shall pay, indemnify, defend and to save the Indemnified Parties hold harmless Purchaser and each Company from and against any and all liabilities arising out Taxes of the transactions contemplated by this Agreement each Company with respect to any period (or any portion thereof) up to and including Closing, except for (i) Taxes of each Company which are reflected as current liabilities for Taxes on the balance sheet dated July 31, 2006 ("Closing Balance Sheet"), (ii) Taxes incurred in the ordinary course of business between July 31, 2006 and Closing; and (iii) Taxes resulting from any delay special accounting adjustments mutually agreed in writing by the Seller parties at Closing, together with all reasonable legal fees, disbursements and expenses incurred by Purchaser and each Company in paying or connection therewith. (b) Sellers shall prepare and file any omission to pay any Taxes otherwise Return of each Company which is required under this Agreement to be paid filed after the Closing Date and which relates to any period (or withheld portion thereof) up to and remitted by or on behalf including August 25, 2006, and Sellers shall, at least thirty (30) days prior to the due date of any such Return, deliver a draft copy to the Purchaser. Within fifteen (15) days of the Seller receipt of any such Return, the Purchaser may reasonably request changes, in which event Purchaser and the Sellers shall attempt to agree on its own behalf, on behalf a mutually acceptable resolution of the Trust or on behalf of any Obligorissues in dispute. If the Seller a resolution is reached, such Return shall be required filed in accordance therewith. If a resolution is not reached, then at the expense of Purchaser and the Sellers (such expense to be shared equally), such Return shall be submitted to a firm of independent certified public accountants selected by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor Purchaser and reasonably acceptable to the Trust hereunder or Sellers, which shall be directed to resolve the issues in connection dispute. Such resolution shall be incorporated into the Return and filed by Sellers with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust respective taxing authority accordingly. As soon as is practicable after notice from the Seller hereunder: (a) the sum payable Purchaser to the Trust shall be increased as may be necessary (or an amount shall be owed Sellers at any time prior to the Trust) so thatdate any payment for Taxes attributable to any such Return is due, after all required deductionsprovided such Return is prepared for filing in accordance with the foregoing, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum excess, if any, of (i) Taxes that are due with respect to any taxable period pending on or before the Trust Closing Date, or Taxes that would have received or retained been due with respect to a taxable period beginning before and ending after the Closing Date if such period had no such deductions, withholdings or payments been made; ended on the Effective Time over (bii) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided Taxes of Company with respect to such authority evidencing taxable period which are reflected as Current Tax Liabilities on the payment Closing Balance Sheet shall be promptly paid by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable Sellers to indemnify the Indemnified Parties under this Section for any Taxes payable by, Purchaser or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustCompanies.

Tax Indemnity. The Seller Borrower shall indemnify each Lender for and hold it harmless against the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.6.4) paid by any Lender, or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; provided that Borrower shall not be obligated to indemnify any Lender for any penalties, interest or expenses relating to Taxes or Other Taxes arising from such Lender's gross negligence or willful misconduct. Each Lender agrees to defend and give written notice to save the Indemnified Parties harmless from and against any and all liabilities arising out Borrower of the transactions contemplated by assertion of any claim against such Lender relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion, and in no event later than 180 days after the principal officer of such Lender responsible for administering this Agreement obtains knowledge thereof; provided that any Lender's failure to notify Borrower of such assertion within such 180 day period shall not relieve Borrower of its obligation under this Section 2.6.4 with respect to Taxes or resulting from any delay by the Seller in paying Other Taxes, penalties, interest or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor expenses arising prior to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect end of such Taxes have been madeperiod, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller but shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies relieve Borrower of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties its obligations under this Section for any 2.6.4 with respect to Taxes payable byor Other Taxes, penalties, interest or required expenses between the end of such period and such time as Borrower receives notice from such Lender as provided herein. Payments by Borrower pursuant to this indemnification shall be withheld bymade within 30 days from the date such Lender makes written demand therefor (submitted through Administrative Agent), which demand shall be accompanied by a certificate describing in reasonable detail the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustbasis thereof.

Tax Indemnity. The Seller Each General Partner agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller such General Partner on its own behalf, on behalf of a Limited Partner, on behalf of the Trust Partnership or on behalf of any ObligorVehicle rental customers. If the Seller such General Partner shall be required by law Applicable Law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor Partnership to the Trust a Limited Partner hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust a Limited Partner shall be required to pay any Taxes in respect of any sum received by the Trust such Limited Partner from the Seller Partnership hereunder: (a) the sum payable to the Trust such Limited Partner shall be increased as may be necessary (or an amount shall be owed to the Trustsuch Limited Partner) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust such Limited Partner receives or retains an amount equal to the sum that the Trust such Limited Partner would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller such General Partner shall make such deductions or withholdings; and (c) the Seller such General Partner shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law Applicable Law and will provide to the Trust such Limited Partner copies of such forms as are required to be provided to such authority evidencing the payment by the Sellersuch General Partner. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller General Partners shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller General Partners on account of Taxes payable on the income or gains of the Trusta Limited Partner, Taxes payable by virtue of the non-resident status of the Trust or a Limited Partner, Taxes payable on the capital of the Trusta Limited Partner or Taxes payable by reason of any breach of this Agreement by a Limited Partner.

Tax Indemnity. The Seller agrees (i) Lessee shall pay and assume liability for, and does hereby agree to indemnify, protect and defend the Property and to save the each Indemnified Parties Person, and hold them harmless from and against any and against, all liabilities arising out of the transactions contemplated by this Agreement with respect to Impositions. (ii) Lessee shall pay or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement cause to be paid all Impositions directly to the taxing authorities where feasible and otherwise to the Indemnified Person, as appropriate, and Lessee shall at its own expense, upon such Indemnified Person's reasonable request, furnish to such Indemnified Person copies of official receipts or withheld and remitted by or on behalf other satisfactory proof evidencing such payment. (iii) In the case of Impositions for which no contest is conducted pursuant to Section 8 of the Seller on its own behalfLease and which Lessee pays directly to the taxing authorities, on behalf Lessee shall pay such Impositions prior to the latest time permitted by the relevant taxing authority for timely payment. In the case of Impositions for which Lessee reimburses a Indemnified Person, Lessee shall do so within twenty (20) days after receipt by Lessee of demand by such Indemnified Person describing in reasonable detail the nature of the Trust Imposition and the basis for the demand (including the computation of the amount payable), but in no event shall Lessee be required to pay such reimbursement prior to thirty (30) days before the latest time permitted by the relevant taxing authority for timely payment. In the case of Impositions for which a contest is conducted pursuant to Section 8 of the Lease, Lessee shall pay such Impositions or on behalf reimburse such Indemnified Person for such Impositions, to the extent not previously paid or reimbursed, prior to the latest time permitted by the relevant taxing authority for timely payment after conclusion of all contests under Section 8 of the Lease. (iv) At Lessee's request, the amount of any Obligor. If the Seller indemnification payment by Lessee pursuant to subsection (i) shall be required verified and certified by law an independent public accounting firm mutually acceptable to deduct Lessee and the Indemnified Person. The fees and expenses of such independent public accounting firm shall be paid by Lessee unless such verification shall result in an adjustment in Lessee's favor of 10% or withhold more of the payment as computed by such Indemnified Person, in which case such fee shall be paid by such Indemnified Person. (v) Lessee shall be responsible for preparing and filing any Taxes from real and personal property or ad valorem tax returns in respect of the Property. In case any sum payable by other report or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust tax return shall be required to pay be made with respect to any Taxes obligations of Lessee under or arising out of subsection (i) and of which Lessee has knowledge, Lessee, at its sole cost and expense, shall notify the relevant Indemnified Person of such requirement and (except if such Indemnified Person notifies Lessee that such Person intends to file such report or return) (A) to the extent required or permitted by and consistent with applicable law, make and file in respect its own name such return, statement or report; and (B) in the case of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (other such return, statement or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are report required to be provided to made in the name of such authority evidencing the payment Indemnified Person, advise such Indemnified Person of such fact and prepare such return, statement or report for filing by the Seller. For greater certaintysuch Indemnified Person or, it is hereby acknowledged by the parties hereto that the Seller where such return, statement or report shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.reflect items in addition to any obligations of

Tax Indemnity. The Seller agrees to defend (a) General: (i) Except as provided in Section 5.8 (LESSOR TAXES), Lessee will on demand pay and to save the Indemnified Parties harmless from and indemnify each Tax Indemnitee against any and all liabilities Taxes levied or imposed against or upon or payable by such Tax Indemnitee or Lessee and arising out of the transactions contemplated by this Agreement from, with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the executiontransactions pursuant to the Lease, including all Taxes relating or attributable to Lessee, the Lease or the Engine, directly or indirectly, in connection with the importation, exportation, registration, ownership (but only to the extent relating to or attributable to or arising as a result of the possession, operation, use or maintenance of the Engine by Lessee), leasing, subleasing, purchase, delivery, filing and recording hereof and possession, use, operation, repair, maintenance, overhaul, transportation, landing, storage, presence or redelivery of the Engine or any part thereof or any rent, receipts, insurance proceeds, income, indemnification payment or other documents amounts arising therefrom, or the making of any Equipment Change or the permanent replacement of any Engine provided, that as a condition precedent to any performance by the Lessee in connection with any indemnity, payment or other obligation pursuant to this Section 5.7 with respect to any Person claiming as a Tax Indemnitee which is not a signatory to this Agreement, such Person shall expressly agree in writing with the Lessee to be delivered hereunder bound by all the terms of this Section and this Agreement applicable to such Person in its capacity as a Tax Indemnitee. (ii) All Taxes indemnified pursuant to this Section 5.7(a) shall be paid by Lessee directly to the appropriate taxing authority (to the extent permitted by applicable Law) at or before the time prescribed by applicable Law. (iii) Any amount payable by Lessee to a Tax Indemnitee pursuant to this Section 5.7(a) (GENERAL) shall be paid within thirty (30) days after receipt of a written demand therefor from the relevant Tax Indemnitee accompanied by a written statement describing in reasonable detail the basis for such indemnity and the consummation computation of the transactions contemplated herebyamount so payable; provided that such amount need not be paid prior to the later of (i) the due date for such Taxes or (ii) in the case of amounts which are being contested by the Lessee in good faith or by the Tax Indemnitee pursuant to Section 5.9, the time such contest is finally resolved. Within 15 days following the Lessee's receipt of the computation of the amount of the indemnity, the Lessee may request that an accounting firm to be jointly selected by the Lessee and such Tax Indemnitee determine whether such computations of the Tax Indemnitee are correct. The computations of such accounting firm shall be final, binding, and conclusive upon the parties and the Lessee shall have no right to inspect the books, records, or if tax returns of the Trust Tax Indemnitee to verify such computation. All fees and expenses payable in connection with such verification shall be required to pay any Taxes in respect of any sum received borne by the Trust from the Seller hereunder: (a) the sum payable Lessee unless such verification discloses an error adverse to the Trust Lessee of 5% or more of the amount computed by the Tax Indemnitee, in which case such fees and expenses shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment paid by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustTax Indemnitee.

Tax Indemnity. 6.2.1 The Seller agrees to defend Vendors will indemnify the Purchaser and to save the Indemnified Parties harmless Company and will keep them indemnified from and the Completion Date against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to costs, losses or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or money payable on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf account of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from claim for or in respect of any sum Taxation. For this purpose "Taxation" includes any income or transaction taxes, duties or charges payable to any government or local authority in New Zealand or elsewhere, or the Accident Rehabilitation and Compensation Insurance Corporation, and all withholdings or deductions in respect of those obligations, whatever their nature. This indemnity shall extend to any Taxation which is calculated by reference to: (a) income or profits earned or attributed, or deductions or relief claimed, on behalf or before Completion; or 220 (b) any other event on or before Completion (whether it was a known or contingent liability at that date), but excluding any obligation to pay royalties on petroleum produced (which will be dealt with in accordance with the other provisions of this Agreement). 6.2.2 By this indemnity, the Seller Vendors will on its own behalf or on behalf of any Obligor demand pay to the Trust hereunder Purchaser or in connection with the execution, delivery, filing and recording hereof and of Company (as the other documents to be delivered hereunder and case may be) the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes amount incurred by that party in respect of any sum received by the Trust from the Seller hereunderTaxation including: (a) the sum payable effect of any denial or loss of any allowance or deduction or cancelling any right to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect repayment of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been madeTaxation; (b) all reasonable costs and expenses properly payable by the Seller shall make such deductions Purchaser or withholdings; andthe Company in connection with any claim; (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority reimbursement of any Taxation payable on payments made in accordance with applicable law this indemnity (so that the Purchaser or the Company receives the net sum it would have had or retained if no claim had been made). 6.2.3 If the Company of the Purchaser receives a claim in respect of Taxation, or proposes to claim against the Vendor, they will provide full details to the Vendor and will provide give the Vendor an opportunity to defend or dispute the Trust copies of such forms as are claim. The Purchaser and the Company will be entitled to take any steps to avoid prejudice to their own respective tax positions and will be indemnified by the Vendor even if the Vendor disputes the claim. If the Purchaser or the Company is required to be provided to such authority evidencing take or contemplate any action which may prejudice the payment by tax position of the Seller. For greater certaintyVendor, it is hereby acknowledged by will consult with the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustVendor before doing so.

Tax Indemnity. The Seller (a) Lessee agrees that Lessor is entitled to defend and shall have the right to save claim the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement following tax benefits ("Tax Benefits") with respect to or resulting from any delay by the Seller in paying Equipment or any omission item thereof; (i) depreciation deductions ("Depreciation Deductions") for Federal income tax purposes pursuant to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf Section 168 of the Seller on its own behalf, on behalf Internal Revenue Code of 1986 ("Code") and depreciation or cost recovery deductions for Maryland and other applicable state income tax purposes with respect to the Equipment based upon an unadjusted tax basis equal to the Acquisition Cost of the Trust Equipment beginning in the taxable year in which Acceptance Date for such Equipment occurs, with deductions allowable based upon the Recovery Period which is specified on the Equipment Schedule for the Equipment leased under that Schedule (the "Recovery Period"): (ii) Treatment of all items of income and deduction relating to this Lease as from sources wholly within the United States; and (iii) Lessor will not be required to include any amounts in its gross income as a result of this Lease other than the Rent payable hereunder at such times as such Rent is due hereunder, and any other payment with respect to which Lessor shall be entitled to a contemporaneous and offsetting deduction from, or reduction in, its net income. (b) If (1) on behalf account of any Obligor. If act or failure to act by Lessee, the Seller Lessor shall lose the right to claim, shall not claim (as the result of a good faith determination based upon the advice of independent tax counsel for Lessor that there is not reasonable basis in law or fact for the allowance of such claim), or shall not be required by law allowed to deduct or withhold claim any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated herebyTax Benefits, or if the Trust shall be required to pay recapture all or any Taxes portion of the Depreciation Deductions, or shall be required to recognize gross income at times or in amounts other than as specified above or, (2) as a result of any amendment, modification, repeal or other change of or to applicable federal or Maryland law which is enacted or adopted after the date of the Equipment Lease there is an increase in the highest marginal statutory rate applicable to Lessor of the federal corporate income tax or the Maryland corporate income tax or in the alternative minimum tax rate applicable to Lessor or in the rate applicable to Lessor for federal or Maryland income tax purposes of any federal, state or local tax which is, directly or indirectly, imposed on, based on or measured by the income of Lessor (as determined for regular tax purposes or alternative minimum tax purposes or for any other purposes), at a time when gross rental income under the Lease exceeds all deductions allowable to Lessor under the Code with respect to the Lease or an item of Equipment (any such increase that results in the Lessor's income being taxed at such higher rate being herein called a "Tax Rate Increase"), (any such loss, failure to have or loss of the right to claim, disallowance, recapture, delay in claiming, treatment, or Tax Rate Increase referred to in any of the foregoing clauses is hereinafter called a "Tax Loss"), then, the Rent for such Equipment shall, on the Rent payment date next following the date of the Tax Loss and on each succeeding Rent Payment date, be increased by the amount which, after deduction of all taxed to be paid by Lessor with respect to the receipt of such amount, will maintain Lessor's Net Economic Return at a level which is equal to the level that would have been available if such Tax Loss had not occurred, plus an amount which after the deduction of any additional taxed required to be paid to Lessor in respect of Lessor's receipt of such amount, shall be equal to the amount of any sum received interest, penalty or addition to tax which may be imposed by the Trust taxing authority. However, if this Lease has terminated with respect to any item of Equipment prior to the time Lessee is obligated to make the increased Rent payments to Lessor with respect to such item of Equipment, Lessee shall pay Lessor, within 30 days from the Seller hereunder: date of written notice by Lessor to Lessee, such lump sum as, after deduction of all taxes required to be paid by Lessor with respect to the receipt of such amount, shall be necessary to maintain Lessor's Net Economic Return in respect to such Item of Equipment at a level which is equal to the level which would have been available if such Tax Loss had not occurred, plus an amount which after deduction of any additional taxes required to be paid to Lessor in respect of Lessor's receipt of such amount, shall be equal to the amount of any interest, penalty or addition to tax which may be imposed by a taxing authority having jurisdiction in connection with such Tax Loss. A Tax Loss shall conclusively be deemed to have occurred if either (a) the sum payable to the Trust deficiency shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been madeproposed by the Internal Revenue Service or other taxing authority having jurisdiction, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) Lessor shall pay to the Seller Internal Revenue Service or other taxing authority having jurisdiction, a tax increase resulting from such Tax Loss, or (c) Lessor's independent tax counsel shall make have rendered its written opinion to Lessor to the effect that such deductions or withholdings; andTax Loss has occurred. The Casualty Loss Values will be adjusted as necessary upon payment by Lessee of a Tax Loss. (c) the Seller shall pay forthwith the full amount deducted or withheld All demands for amounts payable to the relevant taxation authority Lessor hereunder shall be accompanied by a written statement describing in reasonable detail the related Tax Loss and the amounts so payable. Lessee agrees it will have no right to inspect the tax returns of Lessor in order to verify the basis or other authority the accuracy of the calculations so made or the amounts set forth in accordance with applicable law and will provide any such statement. Lessor hereby agrees to exercise in good faith its best efforts (determined in the Trust copies sole discretion of such forms as are required Lessor's independent tax counsel to be provided reasonable, proper and consistent with the overall tax interest of Lessor) to such authority evidencing avoid a Tax Loss; provided, however, the payment by Lessor has the Seller. For greater certaintysole discretion to determine whether or not to undertake judicial or administrative proceedings beyond the level of a federal or state auditing agent; and provided, it is hereby acknowledged by the parties hereto further, that the Seller Lessor shall not be liable required to take any action pursuant to this Section unless and until Lessee irrevocably acknowledges in writing its obligation to indemnify Lessor for the Indemnified Parties under Tax Loss and any liability or loss which Lessor may incur as a result of contesting such Tax Loss and shall have paid Lessor on demand all costs and expenses which Lessor may incur in contesting such Tax Loss. (d) As used in this Section for any Taxes payable by, or required to be withheld bySection, the Seller term "Lessor" includes the affiliated group of corporations making a consolidated income tax return of which Lessor is a member, and their respective successors and assigns. The term "Net Economic Return" means Lessor's after-tax economic yield and periodic recovery of after-tax cash flows on account of Taxes payable its investment, computed on the income or gains basis of the Trust, Taxes payable same assumptions as were used by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustLessor in originally evaluating this transaction.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement or any Related Document to which the Seller is a party to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust Trust, the Agents, or the Financial Services Agent, or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust Trust, the Agents or the Financial Services Agent hereunder or under any Related Document to which the Seller is a party or in connection with the execution, delivery, filing and recording hereof or thereof and of the other documents to be delivered hereunder and thereunder and the consummation of the transactions contemplated hereby, or if the Trust Trust, the Agents or the Financial Services Agent shall be required to pay any Taxes in respect of any sum received by the Trust Trust, the Agents or the Financial Services from the Seller hereunderhereunder or under any Related Document to which the Seller is a party: (a) the sum payable to the Trust Trust, the Agents or the Financial Services Agent, as applicable, shall be increased as may be necessary (or an amount shall be owed to the Trust, the Agents or the Financial Services Agent, as applicable) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust Trust, each Agent or the Financial Services Agent, as applicable, receives or retains an amount equal to the sum that the Trust Trust, the Agents or the Financial Services Agent, as applicable, would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust Trust, the Agents or the Financial Services Agent, as applicable, copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, the Agents or the Financial Services Agent, Taxes payable by virtue of the non-resident status of the Trust Trust, the Agents or the Financial Services Agent, or Taxes payable on the capital of the Trust, the Agents or the Financial Services Agent.

Tax Indemnity. The Seller agrees to defend Any and to save the Indemnified Parties harmless from all payments made by Borrower under this Agreement or any Credit Documents shall be made free and against clear of and without deduction for any and all liabilities arising out present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by Lender’s overall net income and franchise taxes imposed on it (in lieu of the transactions contemplated net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of Lender being organized or resident, conducting business (other than a business deemed to arise from Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid Credit Documents) or withheld and remitted by or on behalf of the Seller on having its own behalf, on behalf of the Trust or on behalf of any Obligorprincipal office in such jurisdiction (“Indemnified Taxes”). If the Seller any Indemnified Taxes shall be required by law to deduct be withheld or withhold any Taxes deducted from or in respect of any sum payable by under this Agreement or on behalf of the Seller on its own behalf or on behalf of any Obligor Credit Documents to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust Lender (w) an additional amount shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after making all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust deductions (including withholdings or deductions applicable to additional sums payable under this Section) Lender receives or retains an amount equal to the sum that the Trust it would have received or retained had no such deductions, withholdings or payments deductions been made; , (bx) the Seller Borrower shall make such deductions withholdings or withholdings; and deductions, (cy) the Seller Borrower shall pay forthwith the full amount withheld or deducted or withheld to the relevant taxation taxing authority or other authority in accordance with applicable law and will provide (z) Borrower shall deliver to the Trust copies Lender evidence of such forms as are required to be provided to such authority evidencing the payment by the Sellerpayment. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties Borrower’s obligation under this Section for any Taxes payable by, or required to be withheld by, paragraph shall survive the Seller on account termination of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustthis Agreement.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any Any and all liabilities arising out of the transactions contemplated by payments under this Agreement with respect Note Guarantee to or for the account of any Noteholder shall be made free and clear of, and without deduction or withholding for or on account of, any Tax, except for Taxes on the net income or capital of a Noteholder or Taxes resulting from such Noteholder changing its residency for tax purposes or to the extent such deduction or withholding is required by applicable law. If any delay Tax is required by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement applicable law to be paid deducted or withheld and remitted from any such payments by or on behalf of the Seller on its own behalfany Guarantor, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall Guarantor will make such deductions or withholdings; and (c) withholding and pay to the Seller shall pay forthwith relevant taxing authority the full amount deducted or withheld to (including, without limitation, the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies full amount of such forms as are any additional Tax required to be deducted or withheld from or otherwise paid in respect of any payment made to any Noteholder pursuant to this Section 5(a) as provided below) before penalties attach thereto or interest accrues thereon. In the event of the imposition by or for the account of any Applicable Taxing Authority or of any Governmental Authority of any jurisdiction in which any Guarantor resides for tax purposes or any jurisdiction from or through which such Guarantor is making any payment in respect of this Note Guarantee, other than any Governmental Authority of or in the United States of America or Canada, or any political subdivision thereof or therein, of any Indemnifiable Taxes upon or with respect to any payments in respect of this Note Guarantee, whether by withholding or otherwise, such authority evidencing Guarantor hereby agrees to pay forthwith from time to time in connection with each payment on this Note Guarantee to the Noteholders such additional amounts as shall be required so that every payment received by any Noteholder in respect of the Seller. For greater certainty, it is hereby acknowledged Guaranteed Obligations and every payment received by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties any Noteholder under this Note Guarantee will not, after such withholding or deduction or other payment for or on account of such Tax (including, without limitation, the full amount of any additional Tax required to be deducted or withheld from or otherwise paid in respect of any additional amount paid to the any Noteholder pursuant to this Section 5(a) as provided below) and any interest or penalties relating thereto, be less than the amount due and payable to the Noteholder, as applicable, in respect of such Guaranteed Obligations or under this Note Guarantee before the assessment of such Tax. In addition, each Guarantor shall indemnify each Noteholder for any the full amount of Indemnifiable Taxes payable by, paid or required to be withheld bypaid on amounts payable pursuant to this Note Guarantee and any liability (including penalties, interest and expenses) arising therefrom, together with such amounts as will result in the Noteholder, as applicable, receiving the amount that would otherwise have been received by it in the absence of such Indemnifiable Taxes and the indemnification provided for herein. Except where any Guarantor is required to deduct or withhold any Indemnifiable Tax, the Seller on account Noteholders, upon becoming aware of any Noteholder’s liability (or potential liability) for any Indemnifiable Taxes, shall promptly notify the Guarantors of any such liability (or potential liability) for such Indemnifiable Taxes payable on for which the income or gains Guarantors are required to indemnify any Noteholder pursuant to this Section 5(a) and of the Trustamount payable to it by the Guarantors pursuant hereto, and the Guarantors shall jointly and severally pay such amounts either (i) directly to the Applicable Taxing Authority or other relevant Governmental Authority that imposed such Indemnifiable Taxes, as the case may be, on or before the date such Indemnifiable Taxes payable by virtue are due or (ii) if any Noteholder has already paid such Indemnifiable Taxes, to such Noteholder within 10 days of the non-resident status receipt of such notice and if such Indemnifiable Taxes are not paid on or before the Trust date specified in clause (i) or Taxes within the period specified in clause (ii), as the case may be, such amounts shall bear interest at the Default Rate thereafter. Each Noteholder shall determine the amount payable on to it, which determination shall be conclusive in the capital absence of the Trustmathematical error, and no Noteholder shall be required to disclose any confidential or proprietary information in connection with such determination.

Tax Indemnity. The Seller agrees to defend and to save EMPLOYMENT 4.1 Under the Indemnified Parties harmless from and against any and all liabilities arising out terms of the transactions contemplated 2006 SPA the Employee was entitled to payment of his remuneration into such account as he chose. 4.2 The Employee hereby warrants that for the period up to the Termination Date that the tax payable by this Agreement with respect to or resulting him and by Trecastle arising from any delay remuneration or other monies received from any company in the Xfone Group by him or by Trecastle has been duly accounted for to the Seller appropriate tax authorities and that all tax due and payable has been duly paid to the proper tax authorities entitled to raise a demand on either the Employee or Trecastle in paying respect of such remuneration. 4.3 In this clause 4 the following terms shall have the following meanings: 4.3.1 Xfone Tax Payment shall mean any payment made by any company in the Xfone Group which has already been paid to the proper tax authorities in respect of either the Employee or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from Trecastle or in respect of which the Employee has been notified in writing by any sum such companies that tax has been deducted from payments otherwise due to him; 4.3.2 Xfone Tax Payer shall mean the company or companies in the Xfone Group which receive a demand from any tax authority in the world, whether HM Revenue and Customs or any other tax authority in respect of tax that is claimed to be payable by or on behalf in respect of the Seller on its own behalf Employee or on behalf Trecastle in excess of any Obligor the Xfone Tax Payment; 4.4 Subject to the Trust hereunder or in connection with Company and/or Story providing such assistance as is reasonably required by the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes Employee in respect of any sum demand, the Employee shall, indemnify the Xfone Tax Payer(s) and the Xfone Group against, and shall on written demand forthwith pay to the Xfone Tax Payer(s) any further income or other tax or employee national insurance contributions (or any equivalent or other taxes leviable in any jurisdiction in the world arising from monies received by either the Trust Employee or Trecastle from any company in the Seller hereunder: (aXfone Group, whether as an employee or share or stockholder of any stock in any company in the Xfone Group) together with any interest, costs, penalties or expenses relating to any such tax assessment that the sum payable Xfone Tax Payer is required to the Trust shall be increased as may be necessary (pay or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments account for in respect of any such Taxes have been made, the Trust receives or retains payments and which is not an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustXfone Tax Payment.

Tax Indemnity. The Seller agrees (a) If the Borrower is required to defend and make a payment to save JBIC (or any agent on its behalf) under any Senior Finance Document subject to the Indemnified Parties harmless from and against any and all liabilities arising out deduction or withholding of Tax, the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the transactions contemplated by this Agreement with respect to required deduction or resulting withholding, JBIC receives and retains (free from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or liability in respect of any such deduction or withholding) a net sum payable by equal to the sum which it would have received and so retained had no such deduction or on behalf withholding been made or required to be made. (b) Without prejudice to the provisions of the Seller Section 17.5(a), if JBIC (or any agent on its own behalf behalf) is required to make any payment on account of Tax or otherwise on behalf or in relation to any sum received or receivable under any Senior Finance Document by JBIC (or any agent on its behalf) or any liability in respect of any Obligor such payment is asserted, imposed, levied or assessed against JBIC (or any agent on its behalf), the Borrower shall, upon demand of JBIC, promptly indemnify such Person against such actual and direct payment or liability, together with any interest, penalties and expenses actually payable or incurred directly in connection therewith. (c) The Borrower shall pay or cause to the Trust hereunder be paid and shall indemnify JBIC against: (i) all court taxes, stamp, registration or filing duties or other fees, expenses or taxes and any penalties or interest with respect thereto which may be imposed by any Applicable Law or Governmental Authority in connection with the execution, performance, delivery, filing and recording hereof and registration or enforcement (including, without limitation, the admissibility in evidence) of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, any Senior Finance Document or if the Trust shall be required to pay obtaining or enforcing any Taxes judgment or award given in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdingsthereof; and (cii) the Seller shall pay forthwith the full amount deducted any other taxes, costs, expenses or withheld fees in relation to the relevant taxation authority obligations of the Borrower to JBIC (or other authority any agent on its behalf) as specified in accordance with applicable law and will provide the Senior Finance Documents. (d) Within ten (10) days after the date of any payment of Tax by the Borrower in respect of a deduction or withholding referred to in Section 17.5(a), the Borrower shall furnish to the Trust copies JBIC Finance Parties the original or a certified copy of a receipt evidencing payment thereof. The Borrower shall compensate each JBIC Finance Party for all reasonable losses and expenses sustained by such JBIC Finance Party as a result of any failure by the Borrower to so furnish such copy of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustreceipt.

Tax Indemnity. The Seller agrees (a) If the Debenture Holder is or will be subject to defend and any liability or required to save the Indemnified Parties harmless from and against make any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by payment for or on behalf account of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law tax in relation to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received or receivable (or any sum deemed for tax purposes to be received or receivable) under any of the Transaction Documents, the Company shall within 3 (three) Business Days of demand by the Trust from the Seller hereunder: (aDebenture Trustee pay to that Debenture Holder(s) the sum payable amount determined by those Debenture Holder(s) in their absolute discretion to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum loss, liability or cost which will be or has been (directly or indirectly) suffered for or on account of tax by that the Trust would have received Debenture Holder(s) as a result of that liability or retained had no such deductions, withholdings or payments been made;payment. (b) The aforementioned sub-clause (a) shall not apply in relation to any tax assessed on any of the Seller shall make such deductions Debenture Holder(s): i) under the law of the jurisdiction in which that Debenture Holder(s) is incorporated or, if different, the jurisdiction (or withholdingsjurisdictions) in which the Debenture Holder(s) is treated as resident for tax purposes; andor ii) under the law of the jurisdiction in which that Debenture Holder(s) facility office is located, in respect of amounts received or receivable in that jurisdiction; iii) 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 those Debenture Holder(s); or iv) to the extent that the liability or requirement is compensated for by an increased payment under Clause 24.1. (c) Any of the Seller Debenture Holder(s) making, or intending to make, a claim under Clause 24.1(a) above shall pay forthwith promptly notify the full amount deducted Debenture Trustee of the event which will give, or withheld has given, rise to the relevant taxation authority or other authority in accordance with applicable law and will provide to claim, following which the Trust copies Debenture Trustee shall notify the Company accordingly. (d) Any of such forms as are required to be provided to such authority evidencing the Debenture Holder(s) shall, on receiving a payment by from the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties Company under this Section for any Taxes payable by, or required to be withheld by, Clause 24.1(a) shall notify the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustDebenture Trustee.

Tax Indemnity. (A) The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out U.K. Borrowers shall (within ten Business Days of the transactions contemplated by this Agreement with respect to or resulting from any delay demand by the Seller in paying or any omission Administrative Agent) pay to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains a Lender an amount equal to the sum loss, liability or cost which that the Trust would have received Lender determines will be or retained had no such deductions, withholdings has been (directly or payments been made; (bindirectly) the Seller shall make such deductions suffered for or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on by that Lender in respect of a Loan Document; provided, however, that if a Lender does not notify the income or gains U.K. Borrower of any indemnification claim under this Section 4.7(f)(iii) within 120 days after such Lender has received written notice of the Trustclaim of a taxing authority giving rise to such indemnification claim, the U.K. Borrowers shall not be required to indemnify such Lender for any incremental interest or penalties resulting from such Lender’s failure to notify the U.K. Borrower within such 120-day period. (B) Paragraph (A) above shall not apply: (I) with respect to any Taxes payable by virtue assessed on a Lender: (1) under the law of the non-jurisdiction in which that Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Lender is treated as resident status for tax purposes; or (2) under the law of the Trust jurisdiction in which such Lender’s lending office is located in respect of amounts received or receivable in that jurisdiction, if such Taxes payable are imposed on or calculated by reference to the capital net income received or receivable (but not any sum deemed to be received or receivable) by that Lender; or (II) to the extent a loss, liability or cost: (1) is compensated for by an increased payment under Section 4.7(f)(ii) (Tax gross-up); (2) would have been compensated for by an increased payment under Section 4.7(f)(ii) (Tax gross-up) but was not so compensated solely because one of the Trustexclusions in paragraph 4.7(f)(ii)(D) (Tax gross-up) applied; or (3) relates to a deduction pursuant to FATCA required to be made by a party. (C) A Lender making, or intending to make a claim under paragraph (iii)(A) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the U.K. Borrower. (D) A Lender shall, on receiving a payment from a U.K. Borrower under this Section 4.7(f)(iii), notify the Agent.

Tax Indemnity. The (a) Except as set forth herein, from and after the Closing Date, Buyer shall pay and be responsible for and shall indemnify and hold harmless Seller agrees to defend and to save the Indemnified Parties harmless any direct or indirect owner of an interest in Seller from and against any and all liabilities arising out (i) Taxes of the transactions contemplated by this Agreement Company and its Subsidiaries and (ii) Taxes of the Seller with respect to or resulting from any delay by Pre-Closing Tax Period; provided, however, that Seller agrees to reimburse Buyer for the Seller in paying or any omission to pay amount of any Taxes otherwise required under this Agreement of Seller with respect to be any Pre-Closing Tax Period paid or withheld borne by Buyer pursuant to this Section 6.2(a) and remitted by or on behalf for the expenses of Sellers for which indemnification is provided in Sections 6.4(a) and 6.5(c), in a cumulative amount not to exceed $3,000,000. This obligation of Seller to reimburse Buyer shall terminate upon the earlier of the Seller on its own behalf, on behalf expiration of the Trust applicable statute of limitation or on behalf upon the repayment in full of the Amended and Restated Second Lien Credit Agreement (as defined in the Amendment and Restatement Agreement) and any Obligor. If the reimbursement payments made by Seller pursuant to this obligation shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor treated as adjustments to the Trust hereunder or in connection with Purchase Price to the executionextent permitted by applicable Law. Notwithstanding the forgoing and for the avoidance of doubt, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust (i) Buyer shall not be required to pay or have any liability for any Taxes of Seller with respect to a Post-Closing Tax Period or Taxes imposed on a direct or indirect owner of an interest in respect Seller on a pass-through basis as a result of any sum received by the Trust from the its ownership of Seller hereunder: and (aiii) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller Buyer shall not be responsible or liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld byindemnify for any withholding Taxes imposed on Seller, the Company and its Subsidiaries resulting from Seller, the Company’s or its Subsidiaries’ status as a pass-through entity that relate to income Taxes of Seller on account or any indirect owner of an interest in Seller (including but not limited to any withholding Taxes payable on the income or gains of the Trust, Taxes payable by virtue due as a result of the non-resident status of a direct or indirect owner of Seller). Furthermore, for the Trust avoidance of doubt, Buyer shall not indemnify and shall not be required to pay for any Taxes imposed on a direct or indirect owner of an interest in Seller on a pass through basis as a result of its ownership of Seller. (b) Seller shall indemnify and hold harmless Buyer, the Company and its Subsidiaries for any (i) Taxes payable of the Seller with respect to a Post-Closing Tax Period and (ii) withholding of Taxes imposed on the capital Company and its Subsidiaries resulting from the Company’s or its Subsidiaries’ status as a pass-through entity that relate to income Taxes of Seller or any indirect owner of an interest in Seller (including but not limited to any withholding Taxes due as a result of the Trustnon-resident status of a direct or indirect owner of Seller). (c) For purposes of this Article VI, in determining whether a Tax Return filing obligation or any Tax liability imposed by a Governmental Authority with respect to any specific type of Tax is an obligation or liability of Seller on the one hand, or the Company and its Subsidiaries on the other hand, the Tax Returns shall be filed and Tax liabilities shall be determined in accordance with past practice of Seller, the Company or the Subsidiary, as the case may be. For the avoidance of doubt, such past practice has been that all non income taxes imposed as a result of the operations and assets of the Company and its subsidiaries (e.g., sales and use, employment and property taxes) have been filed and paid by the Company and its Subsidiaries.

Tax Indemnity. The Seller Companies agree to indemnify Nations (on an after tax basis, taking into account both tax burdens and tax benefits resulting from the indemnification payment) for any taxes payable by it as a direct result of receiving IHM Stock in the Spin-Off; provided that the amount of such indemnity shall be reduced by any "Tax Benefits" directly attributable to (i) the receipt of the IHM Stock and/or (ii) the return of such shares to the REIT pursuant to this Agreement that are realized in the same tax year of Nations as the Spin-Off. The term "Tax Benefits" means any reduction in taxes payable by the indemnified party or its affiliates (including by reason of any basis increase in the Purchased Shares). Nations' right to enforce this indemnity is conditioned on its providing notice to the Companies and a reasonable opportunity to comment with respect to Nations' tax and financial reporting of the receipt of the IHM Stock and the return of the IHM Stock to the Companies. If Nations realizes Tax Benefits in tax years following the year of the Spin-Off and the Companies have made payments hereunder ("Indemnity Payments"), then Nations will pay the amount of such Tax Benefits to the Companies, but only to the extent that the aggregate amount so paid to the Companies does not exceed the aggregate amount of Indemnity Payments. Nations further agrees that it will treat the Companies as the owners of the Collateral Shares for tax purposes (unless or until such shares are foreclosed on by us) and that none of Nations or its affiliates will treat the distribution of IHM Stock with respect to defend and the Collateral Shares as a distribution to save any of them for tax or financial reporting purposes. In the Indemnified Parties harmless from and against event of a dispute with any and all liabilities arising out government authority with respect to the tax treatment of the transactions contemplated by this Agreement with respect hereby (a "Tax Dispute"), Nations agrees (i) to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf provide prompt notice of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor Tax Dispute to the Trust Companies and (ii) not to settle the Tax Dispute without the Companies' consent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that the Companies' consent rights hereunder or in connection with shall apply specifically and solely to the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation tax treatment of the transactions contemplated hereby. If the Companies do not consent to a settlement of a Tax Dispute, or if then the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller Companies shall pay forthwith the full amount deducted or withheld Nations' reasonable costs of continuing to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of defend such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustTax Dispute.

Tax Indemnity. The (a) Seller agrees to defend shall indemnify and to save hold harmless the Purchaser Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or Losses in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made;are Covered Taxes. (b) Seller’s obligations in paragraph (a) above shall be without regard to any disclosures that may have been made with respect to Article III or otherwise. The indemnification obligations provided for herein shall apply even if the additional Tax liability results from the filing of a Tax Return or amended Tax Return with respect to a pre-Closing Date transaction or period (or portion of a period) by Purchaser provided that Purchaser shall not cause or permit the Company or any Subsidiary to file an amended Tax Return with respect to any taxable period ending on or prior to the Closing Date or any Straddle Period unless (y) Seller shall make consents in its sole discretion or (z) Purchaser obtains a legal opinion from counsel reasonably acceptable to Seller that such deductions or withholdings; andamended return is legally required to be filed. (c) For purposes of this Agreement: (i) Except as otherwise provided in clause (ii) below, in the Seller case of any Taxes that are payable with respect to a Straddle Period, the portion of such Taxes allocable to (A) the Pre-Closing Tax Period and (B) the portion of the Straddle Period beginning on the day next succeeding the Closing Date (the “Post-Closing Tax Period”) shall pay forthwith be determined on the full amount deducted basis of a deemed closing at the end of the Closing Date of the books of the Company or withheld the applicable Subsidiary. (ii) In the case of any personal or real property Taxes that are payable with respect to a Straddle Period, the portion of such Taxes allocable to the relevant taxation authority or other authority in accordance with applicable law and will provide Pre-Closing Tax Period shall be equal to the Trust copies product of the sum of all such Taxes multiplied by a fraction the numerator of which is the number of days in the Straddle Period from the commencement of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period. (iii) All payments due from Seller with respect to Taxes for which Seller has provided an indemnity therefor pursuant to this Agreement shall be made upon the earlier to occur of: (i) ten (10) Business Days following an agreement by Seller and Purchaser as to Seller’s liabilities for such Taxes, (ii) five (5) Business Days prior to the due date of the payment for the Taxes allocable to Seller pursuant to this Section 8.1, provided that Purchaser has notified Seller of such forms as are required to be provided due date at least fifteen (15) Business Days prior to such authority evidencing the payment due date or (iii) Seller’s receipt of notice of an assessment of such a Tax liability by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trusta Tax Authority.

Tax Indemnity. The Seller agrees to defend Optionee shall indemnify and to save keep indemnified the Indemnified Parties harmless Company and any of its Subsidiaries from and against any Tax Liability. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all liabilities arising out of which shall constitute one document. COHERUS BIOSCIENCES INC. By: Xxxxxx X. Xxxxxxx OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2010 EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a copy of the transactions contemplated by Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Agreement with respect Option subject to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf all of the Seller on its own behalfterms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, on behalf has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Trust Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf interpretations of the Seller on its own behalf Administrator upon any questions arising under the Plan or on behalf of this Option. Optionee further agrees to notify the Company upon any Obligor to change in the Trust hereunder or in connection with the executionresidence address indicated below. Dated: «Optionee» Residence Address: «Address» Coherus BioSciences Inc. 000 Xxxxxxx Xxxxxx Xxxxxxx Suite 200 Redwood City, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.CA 94065 Attention: Stock Administration

Tax Indemnity. The Seller Purchaser agrees to pay any and all taxes, assessments, duties, and charges (including, without limitation, any sales, value-added, transfer or consumption taxes, withholding taxes and stamp or similar duties) with respect to the execution and delivery of this Agreement or any of the documents contemplated hereby, the sale or purchase of any Aircraft, and the payment of the Purchase Price for any Aircraft or any deposit or other payment made or to be made to Seller under or pursuant to this Agreement other than any tax imposed on Seller by Seller's home jurisdiction on the income of Seller arising out of the sale of any Aircraft pursuant to this Agreement (an "Indemnified Tax"). In the event that Purchaser fails to pay any Indemnified Tax and such Indemnified Tax is levied upon, assessed against, collected from, or otherwise imposed on the Seller, Purchaser shall immediately upon demand indemnify, protect, defend and to save hold the Indemnified Parties Seller harmless from and against all such Indemnified Taxes, together with any interest, penalties or other additions to such tax, and all liabilities arising out other costs (including, without limitation, attorneys' fees and other professional fees) incurred by Seller in connection with such Indemnified Tax or its enforcement of the transactions contemplated by this Agreement Section 2.6. Seller agrees to provide reasonable assistance and cooperation to Purchaser with respect to obtaining tax exemptions reasonably available. If a written claim is made by any tax authority against Seller with respect to any Indemnified Tax, Seller shall promptly notify Purchaser. If reasonably requested by Purchaser in writing (and if requested by Seller, after Purchaser shall have delivered to Seller (i) an opinion of counsel for Purchaser reasonably satisfactory to Seller that there is a reasonable good faith basis for a contest and (ii) assurances from Purchaser in form reasonably satisfactory to Seller to indemnify Seller if the claim is adversely decided), Seller shall, at the expense of Purchaser (including, without limitation, all legal and accountants' fees and disbursements, penalties and interest), at Purchaser's direction and using counsel acceptable to Purchaser, contest in the name of Seller or, if requested by Purchaser, contest in the name of Purchaser, if permissible under applicable law (or resulting from any delay permit Purchaser, if desired by Seller, to contest in the name of Purchaser) the validity, applicability or amount of such Indemnified Tax by (i) if permitted by applicable law without adverse consequences to Seller, resisting payment thereof, (ii) paying under protest, if protest is necessary or proper, and (iii) if payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If Seller in paying shall obtain a refund of all or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf part of the Seller on its own behalfIndemnified Tax paid by Purchaser, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith Purchaser the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required refund, plus, on an after tax basis, any interest thereon obtained by Seller from the taxing authority if fairly attributable to such Indemnified Tax. If such tax contest shall cause Seller undue hardship or burden, Seller and Purchaser shall consult in good faith concerning any tax contest to be provided undertaken hereunder. * Blank space contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to such authority evidencing Rule 24b- 2 under the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account Securities Exchange Act of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust1934.

Tax Indemnity. The Seller Lessor agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller Lessor on its own behalf, on behalf of the Trust Concurrent Lessee or on behalf of any ObligorLessee (including any Taxes contemplated in section 5.4(g)). If the Seller Lessor shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller Lessor on its own behalf or on behalf of any Obligor Lessee to the Trust Concurrent Lessee hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust Concurrent Lessee shall be required to pay any Taxes in respect of any sum received by the Trust Concurrent Lessee from the Seller Lessor hereunder: (a1) the sum payable to the Trust Concurrent Lessee shall be increased as may be necessary (or an amount shall be owed to the TrustConcurrent Lessee) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust Concurrent Lessee receives or retains an amount equal to the sum that the Trust Concurrent Lessee would have received or retained had no such deductions, withholdings or payments been made; (b2) the Seller Lessor shall make such deductions or withholdings; and (c3) the Seller Lessor shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust Concurrent Lessee copies of such forms as are required to be provided to such authority evidencing the payment by the SellerLessor. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller Lessor shall not be liable to indemnify the Indemnified Parties under this Section section for any Taxes payable by, or required to be withheld by, the Seller Lessor on account of Taxes payable on the income or gains of the TrustConcurrent Lessee, Taxes payable by virtue of the non-resident status of the Trust Concurrent Lessee or Taxes payable on the capital of the TrustConcurrent Lessee.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) Any and all payments under this Note Guarantee to or for the sum payable account of any Noteholder shall be made free and clear of, and without deduction or withholding for or on account of, any Tax, except for Taxes on the net income or capital of a Noteholder or Taxes resulting from such Noteholder changing its residency for tax purposes or to the Trust shall extent such deduction or withholding is required by applicable law. If any Tax is required by applicable law to be increased as may be necessary (deducted or an amount shall be owed to the Trust) so thatwithheld from any such payments by any Guarantor, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall Guarantor will make such deductions or withholdings; and (c) withholding and pay to the Seller shall pay forthwith relevant taxing authority the full amount deducted or withheld (including, without limitation, the full amount of any additional Tax required to be deducted or withheld from or otherwise paid in respect of any payment made to any Noteholder pursuant to this Section 5(a) as provided below) before penalties attach thereto or interest accrues thereon. In the event of the imposition by or for the account of any Applicable Taxing Authority or of any Governmental Authority of any jurisdiction in which any Guarantor resides for tax purposes or any jurisdiction from or through which such Guarantor is making any payment in respect of this Note Guarantee, other than any Governmental Authority of or in the United States of America or Canada, or any political subdivision thereof or therein, of any Indemnifiable Taxes upon or with respect to any payments in respect of this Note Guarantee, whether by withholding or otherwise, such Guarantor hereby agrees to pay forthwith from time to time in connection with each payment on this Note Guarantee to the relevant taxation authority Noteholders such additional amounts as shall be required so that every payment received by any Noteholder in respect of the Guaranteed Obligations and every payment received by any Noteholder under this Note Guarantee will not, after such withholding or deduction or other authority payment for or on account of such Tax (including, without limitation, the full amount of any additional Tax required to be deducted or withheld from or otherwise paid in accordance with applicable law and will provide respect of any additional amount paid to the Trust copies any Noteholder pursuant to this Section 5(a) as provided below) and any interest or penalties relating thereto, be less than the amount due and payable to the Noteholder, as applicable, in respect of such forms Guaranteed Obligations or under this Note Guarantee before the assessment of such Tax. In addition, each Guarantor shall indemnify each Noteholder for the full amount of Indemnifiable Taxes paid or required to be paid on amounts payable pursuant to this Note Guarantee and any liability (including penalties, interest and expenses) arising therefrom, together with such amounts as will result in the Noteholder, as applicable, receiving the amount that would otherwise have been received by it in the absence of such Indemnifiable Taxes and the indemnification provided for herein. Except where any Guarantor is required to deduct or withhold any Indemnifiable Tax, the Noteholders, upon becoming aware of any Noteholder’s liability (or potential liability) for any Indemnifiable Taxes, shall promptly notify the Guarantors of any such liability (or potential liability) for such Indemnifiable Taxes for which the Guarantors are required to indemnify any Noteholder pursuant to this Section 5(a) and of the amount payable to it by the Guarantors pursuant hereto, and the Guarantors shall jointly and severally pay such amounts either (i) directly to the Applicable Taxing Authority or other relevant Governmental Authority that imposed such Indemnifiable Taxes, as the case may be, on or before the date such Indemnifiable Taxes are due or (ii) if any Noteholder has already paid such Indemnifiable Taxes, to such Noteholder within 10 days of the receipt of such notice and if such Indemnifiable Taxes are not paid on or before the date specified in clause (i) or within the period specified in clause (ii), as the case may be, such amounts shall bear interest at the Default Rate thereafter. Each Noteholder shall determine the amount payable to it, which determination shall be conclusive in the absence of mathematical error, and no Noteholder shall be required to disclose any confidential or proprietary information in connection with such determination. (b) Within 60 days after the date of any payment by any Guarantor of any Tax pursuant to Section 5(a) in respect of any payment in respect of the Guaranteed Obligations or this Section 5, such Guarantor shall furnish to each Noteholder the original tax receipt for the payment of such Tax (or if such original tax receipt is not available, a duly certified copy of the original tax receipt), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any Noteholder. If a Guarantor shall have determined, with respect to any Noteholder, that a deduction or withholding of Tax is required to be made, and that no amounts are required to be provided paid to such authority evidencing Noteholder under Section 5(a) as the payment by result of any exemption therefrom as provided in Section 5(a), such Guarantor shall promptly inform such Noteholder, in writing, of the Seller. For greater certainty, it is hereby acknowledged by imposition or withholding of such Tax and of the parties hereto applicable exemption set forth in Section 5(a) that the Seller shall not be liable Guarantor claims releases such Guarantor from the obligation to indemnify pay any such amount otherwise payable under Section 5(a). (c) The obligations of the Indemnified Parties Guarantors under this Section for 5 shall survive the payment of any Taxes payable by, of the Guaranteed Obligations. (d) If any Guarantor has made a payment to or required to be withheld by, the Seller on account of Taxes payable on the income or gains any Noteholder pursuant to Section 5(a) and such Noteholder is entitled to a refund of the Trust, Taxes payable by virtue Tax to which such payment is attributable from the Governmental Authority to which the payment of the non-resident status Tax was made and such refund is readily determinable by such Noteholder (such amount to be no greater than an amount that, if paid to such Guarantor by such Noteholder, would leave such Noteholder in no worse position than would have existed had such Tax not been required by applicable law to be paid) and can be obtained by filing one or more Forms (so long as such Forms do not impose, in such Noteholder’s determination, an unreasonable burden in time, resources or otherwise on such Noteholder), then (i) such Noteholder shall, as soon as reasonably practicable after receiving a written request therefor from such Guarantor (which request shall specify in reasonable detail the Forms to be filed), file such Forms and (ii) upon receipt of such refund, if any, as soon as reasonably practicable pay over such refund to such Guarantor without interest. This Section 5(d) shall not require any Noteholder (x) to account for any indirect taxation benefits arising from the Trust deducting or Taxes payable on the capital withholding of the Trustany Tax, (y) to disclose any confidential or proprietary information, or (z) to arrange its tax or financial affairs in any particular manner.

Tax Indemnity. The (i) From and after the Closing Date, Seller agrees to defend shall indemnify and to save hold harmless Buyer and its Affiliates (including for avoidance of doubt, the Indemnified Parties harmless Company and its Subsidiaries) (the “Buyer Tax Indemnitees”) from and against the matters set forth in Schedule 8.3(f) (being referred to herein as a “Tax Loss”). Notwithstanding anything to the contrary in this Agreement, this Section 8.3(f) shall be the sole provision of this Agreement providing indemnification in respect of Tax matters. (ii) Following the Closing, Buyer shall have the sole right to control, defend, settle, compromise or contest any Tax inquiry relating to any Tax Loss (a “Tax Loss Inquiry”), provided, however, that if Seller would be required to indemnify the Buyer Tax Indemnitees for any Tax Losses, (A) Buyer shall promptly notify Seller of the commencement of any Tax Loss Inquiry (such notice to Seller, a “Tax Loss Notice”), (B) Seller, at the sole expense of Seller, shall have the right to participate in any such Tax Loss Inquiry, and all liabilities (C) Buyer shall not settle, consent to, compromise or resolve such Tax Loss Inquiry without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed). Buyer shall not initiate discussions with or otherwise affirmatively approach or otherwise contact the relevant Tax authority with respect to any potential Tax Loss. Buyer shall take commercially reasonable steps to mitigate any Tax Losses arising out of any Tax Loss Inquiry. (iii) The amount of indemnification to which a Buyer Tax Indemnitee shall be entitled under this Section 8.3(f) shall be determined (A) by written agreement between Buyer and Seller or (B) by a final judgment, order or decree of any court of competent jurisdiction. The judgment, order or decree of a court shall be deemed final when the transactions contemplated by time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. Any amount determined to be payable to a Buyer Tax Indemnitee for a Tax Loss pursuant to this Agreement Section 8.3(f) shall be satisfied solely from the Tax Escrow Funds. (iv) The funds that comprise the Tax Escrow Amount, at any given time, shall be the sole and exclusive source of recovery with respect to any Tax Loss, and no Buyer Tax Indemnitee shall have any recourse directly to Seller for any such Tax Losses, it being understood and agreed that when the Tax Escrow Funds are exhausted or resulting otherwise released from the Tax Escrow Account pursuant to the terms hereof and the terms of the Escrow Agreement, the right of the Buyer Tax Indemnitees to be indemnified for any delay Tax Losses shall terminate. (v) The Tax Escrow Funds shall be released to Seller or its designee on the first Business Day following January 31, 2020; provided, however, that if any claim for Tax Losses pursuant to this Section 8.3(f) shall have been asserted in writing by the applicable Tax authority and shall have been properly asserted by a Buyer Indemnitee in accordance with this Agreement pursuant to the delivery of a Tax Loss Notice on or prior to January 31, 2020 and shall remain pending on such date (any such claim, a “Pending Tax Loss Claim”), (A) the Tax Escrow Funds released to Seller or its designee shall be the amount of Tax Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Tax Loss Claim, and (B) any Tax Escrow Funds that remain in paying the Tax Escrow Account following January 31, 2020 in respect of a Pending Tax Loss Claim shall be released to Seller or its designee promptly upon resolution or (if applicable) satisfaction of such Pending Tax Loss Claim. Except in the event of a Pending Tax Loss Claim, the right of the Buyer Tax Indemnitees to be indemnified for any omission Tax Loss shall expire on January 31, 2020. (vi) In each case in which this Section 8.3(f) provides for the payment or release of Tax Escrow Funds, each of Buyer and Seller shall promptly submit joint written instructions to pay any Taxes otherwise required the Escrow Agent instructing the escrow agent to distribute the Tax Escrow Funds in accordance with this Section 8.3(f) and the Escrow Agreement. (vii) All amounts paid with respect to Tax Losses under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged treated by the parties hereto that for all Tax purposes as adjustments to the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable byPurchase Price, or except as otherwise required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustLaw.

Tax Indemnity. The Seller agrees to defend Company will indemnify and to save hold harmless the Indemnified Parties harmless from and Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and all liabilities arising out penalties, and, in Ireland, any VAT, on the sale of the transactions contemplated Shares by the Company to the Underwriters, on the execution and delivery of this Agreement with respect to or resulting from any delay and on the sale and delivery by the Seller Underwriters of the Shares as contemplated herein and in paying or any omission the Prospectus. All sums payable by the Payors to pay any Taxes otherwise required the Underwriters (the “Payees”) under this Agreement Agreement, including any indemnity payments made pursuant to this Section 4(n), shall be paid made without withholding or withheld and remitted by deduction for or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf account of any Obligor. If present or future taxes, duties or governmental charges whatsoever imposed in any Taxing Jurisdiction unless the Seller shall be required relevant Payor is compelled by law to deduct or withhold such taxes, duties or charges. In that event, and except for any Taxes from tax imposed on or in respect calculated by reference to the net income or capital gains earned, accrued or realized by the Underwriters or franchise taxes imposed on the Underwriters by a Taxing Jurisdiction as a result of any sum payable by present or on behalf of the Seller on its own behalf or on behalf of former connection (other than any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of resulting solely from the transactions contemplated herebyby this Agreement) between the Underwriters and the jurisdiction imposing such withholding or deductions, or if the Trust Payors shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased such additional amounts as may be necessary (in order to ensure that the net amounts received after such withholding or an amount deductions shall equal the amounts that would have been received if no withholding or deduction had been made. All sums payable by the Payors to the Payees under this Agreement shall be owed considered exclusive of VAT. All amounts charged by the Payees or for which the Payees are to be reimbursed will be invoiced together with any applicable VAT that is properly chargeable thereon, where appropriate. Any VAT due on the amounts charged by the Payees shall be for the account of the Payors, save to the Trust) so extent that, after all required deductionsin the event of a reimbursement of expenses, withholdings such Payee reasonably determines that it is entitled to credit or payments repayment in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to VAT from the relevant taxation authority or other authority tax authority, in accordance with applicable law and will provide to which event the Trust copies amount payable shall be reduced by the amount of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, credit or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustrepayment.

Tax Indemnity. The Seller agrees Borrower will indemnify the Bank (or Transferee, as the case may be) for the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14) paid by the Bank (or Transferee, as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted by the relevant taxing authority or other governmental authority. Such indemnification shall be made within thirty (30) days after the date on which the Bank (or Transferee, as the case may be) makes written demand therefor. If the Bank (or Transferee, as the case may be) shall become aware that it is entitled to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement receive a refund with respect to Taxes or resulting from any delay Other Taxes, it shall promptly notify the Borrower of the availability of such refund and shall, within thirty (30) days after receipt of a request by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of Borrower, apply for such refund at the Seller on its own behalf, on behalf of the Trust or on behalf of any ObligorBorrower's expense. If the Seller shall be required by law Bank (or Transferee, as the case may be) receives a refund with respect to deduct or withhold any Taxes from or in respect of any sum payable by Other Taxes for which the Bank (or on behalf of Transferee, as the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum case may be) has received by the Trust payment from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties Borrower under this Section 2.14, it shall promptly notify the Borrower of such refund and shall, within thirty (30) days after receipt of a request by the Borrower (or promptly upon receipt, if the Borrower has requested application for any Taxes payable bysuch refund pursuant hereto), repay such refund to the Borrower, net of all out-of-pocket expenses of the Bank and without interest; provided, however, that the Borrower, upon the request of the Bank (or Transferee, as the case may be) agrees to return such refund (plus penalties, interest or other charges) to the Bank (or Transferee, as the case may be) in the event that the Bank (or Transferee, as the case may be) is required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustrepay such refund.

Tax Indemnity. The Seller Lessee acknowledges that (1) Lessor intends to claim and take the accelerated cost recovery deductions available in the manner and as provided by section 168 and related sections of the Internal Revenue Code of 1986, as amended, and regulations adopted thereunder (the "Code") as in effect on the date hereof (such deductions being referred to hereinafter as "Tax Benefits") and (2) the Rent payable hereunder has been computed upon the assumption that such Tax Benefits shall be available to Lessor. Lessee represents and warrants to Lessor that Lessor shall be entitled to take such Tax Benefits and that all of the Equipment is, at and after the time of delivery of the Equipment to the location set forth in the Schedules, new, unless designated otherwise on the Schedules. Lessee further represents and warrants that it has not, and will not, at any time from such delivery through the term of this Lease take any action or omit to take any action (whether or not the same is permitted or required hereunder) which will result in the loss by Lessor of all or any part of the Tax Benefits. If as a result of any act, omission or misrepresentation of Lessee, the Tax Benefits are lost, disallowed, eliminated, reduced, recaptured, compromised or are otherwise unavailable to Lessor (any of the foregoing being a "Loss"), Lessee shall promptly pay to Lessor on demand, as additional Rent, an amount which will, after deduction therefrom of all taxes required to be paid in respect of the receipt thereof, enable Lessor to receive the same rate of return that Lessor would have realized had such Loss not occurred, together with any interest, penalties or additions to tax. Upon payment of such amount by Lessee, such act, omission or misrepresentation of Lessee which resulted in a Loss shall not be deemed a default hereunder. Any event which by the term of this Lease requires payment by Lessee to Lessor of the Stipulated Loss Value of the Equipment, shall not constitute the act, omission or misrepresentation of Lessee for purposes of the foregoing sentence. Lessor hereby agrees to defend exercise in good faith its best efforts (determined in the sole discretion of Tax Counsel of Lessor to be reasonable, proper and consistent with the overall tax interest of Lessor) to save avoid requiring Lessee to pay the Indemnified Parties harmless from tax indemnity referred to in this Section 12; provided, however, Lessor shall have the sole discretion to determine whether or not to undertake judicial or administrative proceedings beyond the level of an Internal Revenue Service auditing agent; and against provided further, that Lessor shall not be required to take any action pursuant to this sentence unless and until Lessee shall have agreed to indemnify Lessor for any and all expenses (including attorney's fees), liabilities arising out or losses which Lessor may incur as a result of the transactions contemplated by taking such action. For purposes of this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been madeSection 12, the Trust receives term "Lessor" shall include the entity or retains an amount equal to the sum that the Trust would have received or retained had no such deductionsentities, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance if any, with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustwhich Lessor consolidates its tax return.

Tax Indemnity. The Seller agrees to defend and to save (a) If the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission Fund is obligated to pay any Taxes amount to a governmental agency or to any other Person (or otherwise required under this Agreement makes a payment) or an amount is withheld from an amount otherwise payable to be paid or withheld and remitted by or on behalf of the Seller on its own behalfFund, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in each case in respect of any sum payable by tax because of a Limited Partner’s status or on behalf because such tax is specifically attributable to a Limited Partner (including federal taxes with respect to foreign partners, provincial, state or local personal property taxes, unincorporated business taxes, etc.), the Limited Partner (the “Indemnifying Limited Partner”) shall indemnify the Fund or, if applicable, each Partner, in full for the entire amount paid or withheld. At the option of the Seller on its own behalf or on behalf of any Obligor General Partner, the amount to be indemnified may be charged against the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and capital account of the other documents to be delivered hereunder and Indemnifying Limited Partner, and, at the consummation option of the transactions contemplated herebyGeneral Partner, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereundereither: (ai) promptly upon notification of an obligation to indemnify the sum payable Fund, the Indemnifying Limited Partner shall make a cash payment to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount Fund equal to the sum full amount to be indemnified (and the amount paid shall be added to the Indemnifying Limited Partner’s capital account but will not be deemed to be Contributed Capital), or (ii) the Fund shall withhold all subsequent distributions that would otherwise be made to the Indemnifying Limited Partner and apply the withheld amounts until such time as the Fund has recovered the amount to be indemnified (provided, that the Trust would amount of such reduction will be deemed to have received or retained had no been distributed for all purposes of this Agreement, but such deductions, withholdings or payments been made;deemed distribution shall not further reduce the Indemnifying Limited Partner’s capital account). (b) the Seller shall An Indemnifying Limited Partner’s obligation to make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld contributions to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties Fund under this Section 13.2 will survive the termination, dissolution, liquidation and winding up of the Fund and, for any Taxes payable by, or required to be withheld bypurposes of this Section 13.2, the Seller on account of Taxes payable on Fund will be treated as continuing in existence. The General Partner may pursue and enforce all rights and remedies it may have against each Indemnifying Limited Partner under this Section 13.2, including instituting a lawsuit to collect such contribution with interest equal to the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustDefault Interest Rate.

Tax Indemnity. The Seller Lessee acknowledges that (1) Lessor intends to claim and take the accelerated cost recovery deductions available in the manner and as provided by section 168 and related sections of the Internal Revenue Code of 1986, as amended, and regulations adopted thereunder (the "Code") as in effect on the date hereof (such deductions being referred to hereinafter as "Tax Benefits") and (2) the Rent payable hereunder has been computed upon the assumption that such Tax Benefits shall be available to Lessor. Lessee represents and warrants to Lessor that all of the Equipment is, at and after the time of delivery of the Equipment to the location set forth in the Schedules, new, unless designated otherwise on the Schedules. Lessee further represents and warrants to the best of _Lessee's knowledge that it has not, and will not at any time from such delivery through the term of this Lease take any action or omit to take any action (whether or not the same is permitted or required hereunder) which will result in the loss by Lessor of all or any part of the Tax Benefits. If as a result of any act, omission or misrepresentation of Lessee, the Tax Benefits are lost, disallowed, eliminated, reduced, recaptured, compromised or are otherwise unavailable to Lessor (any of the foregoing being a "Loss"), Lessee shall promptly pay to Lessor on written demand, as additional Rent, an amount which will, after deduction therefrom of all taxes required to be paid in respect of the receipt thereof, enable Lessor to receive the same rate of return that Lessor would have realized had such Loss not occurred, together with any interest, penalties or additions to tax. Upon payment of such amount by Lessee, such act, omission or misrepresentation of Lessee which resulted in a Loss shall not be deemed a default hereunder. Any event which by the term of this Lease requires payment by Lessee to Lessor of the Stipulated Loss Value of the Equipment, shall not constitute the act, omission or misrepresentation of Lessee for purposes of the foregoing sentence. Lessor hereby agrees to defend exercise in good faith its best efforts (determined in the sole discretion of Tax Counsel of Lessor to be reasonable, proper and consistent with the overall tax interest of Lessor) to save avoid requiring Lessee to pay the Indemnified Parties harmless from tax indemnity referred to in this Section 12; provided, however, Lessor shall have the sole discretion to determine whether or not to undertake judicial or administrative proceedings beyond the level of an Internal Revenue Service auditing agent; and against provided further, that Lessor shall not be required to take any action pursuant to this sentence unless and until Lessee shall have agreed to indemnify Lessor for any and all expenses (including attorney's fees), liabilities arising out or losses which Lessor may incur as a result of the transactions contemplated by taking such action. For purposes of this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been madeSection 12, the Trust receives term "Lessor" shall include the entity or retains an amount equal to the sum that the Trust would have received or retained had no such deductionsentities, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance if any, with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustwhich Lessor consolidates its tax return.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. 9.3.1 If the Seller shall be Corporation is required by applicable law to withhold or deduct or withhold any Taxes from or Tax in respect of any sum payable by payment made or on behalf of the Seller on its own behalf considered or on behalf of any Obligor deemed under applicable laws to be made pursuant to the Trust hereunder terms of or otherwise in connection with this Agreement, the executionCommon Shares or the Preferred Shares, deliverythen the Corporation shall make such withholding or deduction and, filing and recording hereof and if such Tax is a Tax imposed as a result of the Purchaser being resident in a country other documents than the country of residence of the Corporation (an “Indemnified Tax”), the Corporation shall (1) if such deduction or withholding is in respect of a payment of cash to the Purchaser, pay the Purchaser such additional amounts as may be necessary so that after making or allowing for all required withholdings and deductions (including withholdings and deductions applicable to additional amounts payable under this Section 9.3), the Purchaser has or receives an amount equal to that which the Purchaser would have had or received had no such withholdings or deductions been required or (2) if such deduction or withholding is in respect of any other payment made or considered or deemed under applicable laws to be delivered hereunder made to the Purchaser, remit an amount in cash directly to the relevant Governmental Authority so that after taking into account the amount of such other payment as well as the amount remitted to the relevant Governmental Authority, the Purchaser’s liability to such relevant Governmental Authority in respect of such other payment shall have been completely satisfied. The Corporation will timely remit any Taxes so withheld or deducted to the relevant Governmental Authority in accordance with applicable law, and will furnish to the consummation Purchaser, within thirty (30) days, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such remittance, a copy of the transactions contemplated herebyreturn reporting such remittance or other evidence of such payment reasonably satisfactory to the Purchaser. 9.3.2 The Corporation will indemnify a Purchaser, within twenty (20) days after written demand therefor, for the full amount of any Indemnified Tax payable or paid by the Purchaser or required to be withheld or deducted in respect of any payment made or considered or deemed under applicable laws to be made to the Purchaser pursuant to the terms of or otherwise in connection with this Agreement, the Common Shares or the Preferred Shares, whether or not such Indemnified Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such Indemnified Tax payable or paid delivered to the Corporation by the Purchaser will be conclusive absent manifest error. 9.3.3 If a Purchaser determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Corporation or with respect to which the Corporation has paid additional amounts pursuant to this Section 9.3, the Purchaser shall pay the Corporation an amount equal to such refund, net of all out-of-pocket expenses of the Purchaser and without interest (other than any net after-Tax interest paid by the relevant Governmental Authority with respect to such refund). The Corporation agrees to repay to the Purchaser any amount so paid over to the Corporation (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) if the Trust Purchaser is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Purchaser to claim any available refund. Notwithstanding anything to the contrary in this Section 9.3.3, in no event shall the Purchaser be required to pay any amount to the Corporation pursuant to this Section 9.3.3 the payment of which would place the Purchaser in a less favorable net after-Tax position than the Purchaser would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or, in the case of a Tax indemnified pursuant to Section 9.3.2, imposed, and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require the Purchaser to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Corporation or any other person. 9.3.4 BlackRock and each Purchaser shall promptly deliver to the Corporation any Tax form, document or information reasonably requested by the Corporation in respect order to properly determine whether it is required by applicable law to withhold or deduct any Taxes under Section 9.3.1 as well as the rate of any sum received by such Tax including, without limitation, form NR301, NR302 or NR303, as the Trust from the Seller hereunder: case may be. This paragraph shall not be construed to require BlackRock or any Purchaser to provide any such information that is not already in its possession or that it deems confidential (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so thatincluding, after all required deductions, withholdings or payments in respect of such Taxes have been madefor greater certainty, the Trust receives name or retains address of any person owning an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority interest or other authority investment in a Purchaser), nor, without limiting the generality of the forgoing, to require BlackRock or any Purchaser to complete section 7 of form NR301, section 6 of form NR302, section 6 of form NR303 or any equivalent section of any amended, updated or similar form, or to provide the Corporation with any worksheets normally included with such forms. In the event that any forms are requested and provided in accordance with applicable law and will provide the terms of this Section 9.3.4, they shall be completed by the Purchaser to the Trust copies best of such forms as are required to be provided to such authority evidencing the payment by the Sellerits knowledge only. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller The Purchaser shall not be liable to indemnify for any Losses suffered by the Indemnified Parties under Corporation as a result of any errors or omissions made by the Purchaser in complying with this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust9.3.4.

Tax Indemnity. The Seller agrees If for any taxable year of Lessor during which the Lease is in effect Lessor shall lose (upon audit, by being unable to defend and claim, through recapture, or by not getting the benefit of, or otherwise) as a result of Lessee's action or failure to save the Indemnified Parties harmless from and against act, excluding actions or failures to act expressly required hereunder, all or any and all liabilities arising out portion of any of the transactions contemplated by this Agreement with respect Tax Benefits, the Lessee shall pay to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise Lessor an amount which, after deduction of all taxes required under this Agreement to be paid (or withheld and remitted which would have been required to be paid by or on behalf Lessor had Lessor had sufficient gross income within the meaning of Section 61 of the Seller on its own behalfCode, on behalf of and the Trust or on behalf of any Obligor. If the Seller shall be required applicable state and local law, actually to pay tax) by law to deduct or withhold any Taxes from or Lessor in respect of the receipt of such sum under the laws of any Federal, state or local government or taxing authority in the United States (after giving credit for any savings in respect to any such taxes by reason of deductions, credits or allowances in respect of the payment or accrual of the amount indemnified against), shall be equal to the sum of any additional Federal, state or local income taxes payable by or on behalf Lessor as a result of the Seller on its own behalf loss of, such Tax Benefits (or on behalf which would have been required to be paid by Lessor for such loss of Tax Benefits had Lessor had sufficient gross income within the meaning of Section 61 of the Code, and the applicable state and local law, actually to pay tax or to derive the benefit of such credit or deduction), plus the amount of any Obligor interest, additions to the Trust hereunder tax (including, without limitation, an addition to tax by reason of any underpayments of any estimated taxes), fines or penalties which are payable by Lessor in connection with the executionloss of such Tax Benefits, delivery, filing and recording hereof and PROVIDED that the Lessee shall not be required to make any of the other documents foregoing indemnity payments to be delivered hereunder and the consummation extent the loss of the transactions Tax Benefits is the result of: (a) any event whereby Lessee is required by the terms of the Lease to pay, and shall have paid in full, the Stipulated Loss Value for the Item of Equipment with respect to which the loss of Tax Benefits arose; (b) Lessor's voluntarily or involuntarily transferring legal title to all or any part of the interest in such Item of Equipment unless such transfer occurs by reason of exercise of Lessor's remedies under the Lease upon an Event of Default; (c) the failure of Lessor to have sufficient liability for tax against which to apply any Tax Benefits which may be taken as a credit or to have sufficient gross income against which to apply any Tax Benefit which may be taken as a deduction (but only if and to the extent that such credit or deduction would not be lost if Lessor had sufficient liability for tax or sufficient gross income); (d) the failure of Lessor to claim any Tax Benefit in its income tax returns for the appropriate year or to follow proper procedure in claiming any Tax Benefit in such tax returns for such year, if such failure to claim or follow proper procedure shall preclude Lessor from claiming such Tax Benefit unless (i) such failure is due to the failure of Lessee to provide Lessor in a timely manner with such information as was reasonably requested by Lessor pursuant to this Lease, or (ii) in the opinion of independent tax counsel selected by Lessor, no substantial authority for such claim exists or (iii) the matter in question is of a continuing nature and such matter (although not in respect of the particular taxable year) has previously been decided adversely to Lessor pursuant to the contest provisions of this Section; (e) the failure of Lessor to take timely action in contesting a claim made by any taxing authority with respect to the disallowance of any Tax Benefits if such failure shall preclude the right of Lessor to contest such claim and if such failure was not caused by Lessee's failure to request action by the Lessor after receipt of notice from the Lessor or to otherwise comply with the obligations under the contest provisions of this Section; (f) any act (whether voluntary or involuntary), omission or misrepresentation of Lessor other than any action or omission contemplated herebyin the Lease Agreement or any related agreements or otherwise taken by Lessor in the exercise of any. remedies or the enforcement of any rights against Lessee under any of such agreements; (g) any amendment to the laws of any Federal, state or local government or taxing authority, which amendment is enacted after March 1, 1988; or (h) a determination by any Federal, state or local government or taxing authority that the Lease shall not be treated as a "true lease" unless such determination is a result of Lessee's action or failure to act (excluding actions or failures to act expressly required by this Lease). Except as otherwise provided in the immediately following paragraph, the liability of the Lessee to make any indemnity payments hereunder shall become fixed at the time the Lessor makes payment of the tax attributable to the portion of the Tax Benefits lost, or if the Trust shall be Lessor is not required to pay any Taxes in make payment of tax with respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust portion of the Tax Benefits lost, the date on which the Lessor files its tax return for the taxable year in which such loss occurs, and shall be increased he due and payable within 15 days after receipt by Lessee of written notice from Lessor as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect fixing of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller liability. Lessee shall pay forthwith interest at the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the Incentive Rate on any indemnity payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustmade when due.

Tax Indemnity. The Seller (a) Head Lessee agrees to defend pay timely, and promptly upon notice to save the Indemnified Parties indemnify and hold each Indemnitee harmless from and against on an After-Tax Basis from, any and all liabilities arising out Taxes imposed on or with respect to or asserted against such Indemnitee, the Head Lessee, this Head Lease (or any document contemplated hereby), the Head Lessor Compressors or any part or component thereof, or such Indemnitee's interest therein, by any federal, state, local or foreign government or taxing authority (each, a "Taxing Authority") with respect to any Indemnitee, the Head Lessor Compressors or any part thereof or interest therein, or the manufacture, purchase, acceptance, rejection, ownership, financing, refinancing, delivery, leasing, subleasing, possession, use, condition, operation, maintenance, repair, modification, replacement, return, sale or other disposition thereof, or upon or with respect to the Head Lessee or any sublessee or user of Head Lessor Compressors or any rental payments, receipts, earnings or other proceeds received or accrued with respect to the Head Lessor Compressors while the same is subject to any Lease Supplement, or with respect to the Related Documents or the transactions contemplated thereby, including all such Taxes payable under this Section 26 (excluding, however, (i) federal income taxes and Taxes to the extent based on, or to the extent measured by, the net income and, to the extent imposed as a result of such Indemnitee engaging in business in the jurisdiction imposing such Tax, gross income, capital, franchise and comparable doing business Taxes of such Indemnitee imposed by Taxing Authorities of those jurisdictions in which such Indemnitee is subject to such Taxes by reason of transactions unrelated to the transactions contemplated by this Agreement Head Lease, (ii) Taxes imposed on such Indemnitee arising from any voluntary sale or transfer by such Indemnitee of any interest in the Head Lessor Compressors or any related documents, other than (x) any assignment for security in connection with a financing contemplated by this Head Lease and the other Related Documents and the transactions related thereto and (y) any such sale or transfer while a Head Lease Event of Default is continuing, (iii) Taxes imposed with respect to a period, acts or resulting from any delay events after the last to occur of (w) the end of the Term, (x) delivery of possession of the Head Lessor Compressors to the Head Lessor as provided herein, (y) except in the case of Taxes attributable to the Head Lessor Compressors, the payment by the Seller Head Lessee of all amounts due under this Head Lease and the Related Documents and (z) the completion of the exercise of remedies by the Head Lessor in paying connection with a Head Lease Event of Default, provided, however that this clause (iii) shall not apply to the extent that such Taxes are imposed on payments made by the Head Lessee pursuant to this Head Lease and the Related Documents regardless of when such payments are made, or relate to the exercise of remedies in connection with a Head Lease Event of Default, or arise from the failure of the Head Lessee to take (or fail to take) actions required by this Head Lease and the Related Documents, or a breach of a representation, warranty, covenant or other obligation under the Lease or relate to events occurring or matters arising prior to or simultaneously with the end of the Term, (iv) Taxes imposed on an assignee of the Head Lessor which are in excess of Taxes of which would be due under this Head Lease under applicable law as of the date of such assignment had the Head Lessor not assigned its interest in this Head Lease and the Head Lessor Compressors to an assignee (provided that this clause (iv) shall not apply to Taxes imposed on the Indenture Trustee or any omission other Indemnitee as assignee of the Head Lessor pursuant to pay any the transactions contemplated by the Indenture and other Related Documents), (v) Taxes otherwise required arising from the gross negligence or willful misconduct of such Indemnitee or a material breach by such Indemnitee of its obligations under this Agreement Head Lease or any Related Document, and (vi) Taxes imposed as a result of an unreasonable failure by such Indemnitee to be paid cooperate (at the Head Lessee's expense) with the Head Lessee in connection with filing of tax forms or withheld and remitted by or on behalf taking of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or other actions in connection with the executionpayment of Taxes. In the event an Indemnitee receives a refund of any Tax which has been paid by Head Lessee, deliverysuch refund, filing plus all interest paid in connection therewith and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated herebyfairly attributable thereto, or if the Trust shall be required refunded to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made;Head Lessee. (b) the Seller shall make such deductions If any return, report or withholdings; and statement (c"Report") the Seller shall pay forthwith the full amount deducted relating to Taxes or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are otherwise is required to be provided made by Head Lessee or an Indemnitee relating to the Head Lessor Compressor or the transactions contemplated by this Head Lease, Head Lessee shall so notify such Indemnitee and shall prepare and timely file such Report at its own expense and provide a copy thereof to such authority evidencing the payment Indemnitee, provided, that if such report or return is required by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required Applicable Law to be withheld byfiled by such Indemnitee the Head Lessee shall timely provide to such Indemnitee such report or return (in form and substance reasonably satisfactory to such Indemnitee) for filing. Head Lessee shall cause all xxxxxxxx of such Taxes to be made to the Head Lessee (to the extent permitted by law), the Seller on account make timely payment thereof and furnish written evidence of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustsuch payment to such Indemnitee promptly after payment thereof.

Tax Indemnity. The Seller agrees to defend and to save All payments whatsoever under this Deed of Guarantee will be made by the Indemnified Parties harmless from and against any and all liabilities arising out relevant Member Guarantor in lawful currency of the transactions contemplated by this Agreement with United States of America (in the case of payments in respect to of the U.S. Dollar Notes) or resulting from Australia (in the case of payments in respect of the Series G Notes) free and clear of, and without liability for withholding or deduction for or on account of, any delay by the Seller in paying present or any omission to pay any future Taxes otherwise required under this Agreement to be paid of whatever nature imposed or withheld and remitted levied by or on behalf of any jurisdiction other than the Seller on its own behalfUnited States, on behalf of Canada (in the Trust or on behalf case of any Obligorholder of Notes incorporated, organized or resident for tax purposes in Canada), Japan (in the case of any holder of Notes incorporated, organized or resident for tax purposes in Japan) or Australia (in the case of any holder of Notes incorporated, organized or resident for tax purposes in Australia) (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law. If the Seller any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required by law to deduct or withhold any Taxes from or in respect of any sum amounts to be paid by any Member Guarantor under this Deed of Guarantee, such Member Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each Holder such additional amounts as may be necessary in order that the net amounts paid to such Holder pursuant to the terms of this Deed of Guarantee, after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such Holder under the terms of this Deed of Guarantee before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of: (a) any Excluded Tax; (b) with respect to a Holder, provided that such Member Guarantor is registered under the laws of Australia, any Tax that would not have been imposed but for any breach by such Holder of any representation made or deemed to have been made by such Holder pursuant to Section 6.3(a), 6.3(c) or 6.3(d) of the Note and Guarantee Agreement; (c) any Tax that would not have been imposed had any such Holder that is an Australian tax resident or holds the Note in connection with a permanent establishment in Australia provided such Member Guarantor with: (i) its Australian business number; or (ii) its Australian tax file number or evidence of an exemption from providing an Australian tax file number; (d) any Tax that would not have been imposed but for the existence of any present or former connection between such Holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation or any Person other than the Holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and Australia or any other Taxing Jurisdiction in which such Member Guarantor is organized, other than the mere holding of the relevant Note with the benefit of this Deed of Guarantee or the receipt of payments thereunder or hereunder, including, without limitation, such Holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for such Member Guarantor, after the date that such Member Guarantor so became a Member Guarantor, changing its jurisdiction of organization to the Taxing Jurisdiction imposing the relevant Tax; (e) any Tax that would not have been imposed but for the delay or failure by such Holder (following a written request by any Member Guarantor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such Holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such Holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such Holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such Holder, and provided further that such Holder shall be deemed to have satisfied the requirements of this clause (e) upon the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of any Member Guarantor no later than 45 days after receipt by such Holder of such written request (accompanied by copies of such Forms and related instructions, if any); or (f) any combination of clauses (a), (b), (c), (d) and (e) above; and provided further that in no event shall any Member Guarantor be obligated to pay such additional amounts to any Holder (i) not resident in the United States of America, Canada, Japan, Australia or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the amounts that such Member Guarantor would be obligated to pay if such holder had been a resident of the United States of America, Canada, Japan, Australia or such other jurisdiction, as applicable (and, to the extent applicable, for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America, Canada, Japan, Australia or such other jurisdiction and the relevant Taxing Jurisdiction to the extent that such eligibility would reduce such additional amounts), or (ii) registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and such Member Guarantor shall have given timely notice of such law or interpretation to such Holder. By acceptance of any Note with the benefit of this Deed of Guarantee, the relevant Holder agrees, subject to the limitations of clause (e) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by any Member Guarantor all such forms, certificates, documents and returns provided to such Holder by such Member Guarantor (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such Holder in order to avoid or reduce any such Tax pursuant to the Seller on provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of an applicable tax treaty and (y) provide any Member Guarantor with such information with respect to such Holder as such Member Guarantor may reasonably request in order to complete any such Forms, provided that nothing in this Section 4 shall require any Holder to provide information with respect to any such Form or otherwise if in the opinion of such Holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such Holder, and provided further that each such Holder shall be deemed to have complied with its own behalf obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such Holder to the relevant Member Guarantor or on behalf mailed to the appropriate taxing authority, whichever is applicable, within 45 days following a written request of any Obligor Member Guarantor (which request shall be accompanied by copies of such Form) and, in the case of a transfer of any Note, at least 90 days prior to the Trust hereunder relevant interest payment date. On or before the date of this Deed of Guarantee, the relevant Member Guarantor will furnish each Purchaser with copies of the appropriate Form (and English translation if required as aforesaid) currently required to be filed in the relevant Taxing Jurisdiction pursuant to clause (e) of the second paragraph of this Section 4, if any, and in connection with the executiontransfer of any Note, deliverythe relevant Member Guarantor will furnish the transferee of any Note with copies of any Form and English translation then required. If any payment is made by any Member Guarantor to or for the account of any Holder after deduction for or on account of any Taxes, filing and recording hereof and additional amounts are paid by such Member Guarantor pursuant to this Section 4, then, if such Holder has received or been granted a refund of such Taxes, such Holder shall, to the extent that it can do so without prejudice to the retention of the other documents amount of such refund, reimburse to such Member Guarantor such amount as such Holder shall, in its sole discretion, determine to be delivered hereunder attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of any Holder to arrange its tax affairs in whatever manner it thinks fit and, in particular, no Holder shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (e) above) oblige any Holder to disclose any information relating to its tax affairs or any computations in respect thereof. The relevant Member Guarantor will furnish the Holders, promptly and in any event within 60 days after the consummation date of any payment by such Member Guarantor of any Tax in respect of any amounts paid under this Deed of Guarantee the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of such Member Guarantor, a duly certified copy of the transactions contemplated herebyoriginal tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any Holder. If any Member Guarantor is required by any applicable law, as modified by the practice of the taxation or if the Trust shall other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which such Member Guarantor would be required to pay any Taxes in respect of additional amount under this Section 4, but for any sum received by reason does not make such deduction or withholding with the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments result that a liability in respect of such Taxes have been madeTax is assessed directly against any Holder, the Trust receives and such Holder pays such liability, then such Member Guarantor will promptly reimburse such Holder for such payment (including any related interest or retains an amount equal penalties to the sum that extent such interest or penalties arise by virtue of a default or delay by such Member Guarantor) upon demand by such Holder accompanied by an official receipt (or a duly certified copy thereof) issued by the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority of the relevant Taxing Jurisdiction. If any Member Guarantor makes payment to or for the account of any Holder and such Holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such Holder shall, as soon as practicable after receiving written request from such Member Guarantor (which shall specify in accordance with applicable law reasonable detail and will provide supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by such Member Guarantor, subject, however, to the Trust copies of such forms same limitations with respect to Forms as are required to be provided to such authority evidencing set forth above. The obligations of the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties Member Guarantors under this Section for 4 shall survive the payment or transfer of any Taxes payable by, or required Note and the provisions of this Section 4 shall also apply to be withheld by, the Seller on account of Taxes payable on the income or gains successive transferees of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustNotes.

Tax Indemnity. The Seller agrees to defend Borrower shall indemnify and to save accordingly reimburse the Lender, for the full amount of any Indemnified Parties harmless from and against any and all liabilities arising out of Taxes or Other Taxes paid by the transactions contemplated by this Agreement Lender, as the case may be, on or with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted payment by or on behalf account of any obligation of the Seller Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on its own behalfor attributable to amounts payable under this Clause 9) and any penalties, on behalf interest and reasonable out-of-pocket 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 Authority; provided, however, that if the Borrower determines that there is a reasonable basis for asserting that such Indemnified Taxes or Other Taxes were not correctly or legally imposed or asserted by such Governmental Authority, at the Borrower’s written request and at the Borrower’s cost and expense, unless the Lender reasonably disagrees with the Borrower’s determination, the Lender shall make a claim for refund of such Indemnified Taxes or Other Taxes (and any interest and penalties arising therefrom or with respect thereto) to such Governmental Authority in the Trust or on behalf manner prescribed by applicable law and shall take such other reasonably necessary actions as requested by the Borrower in pursuit of any Obligorsuch refund claim. If the Seller Lender desires to be compensated in accordance herewith, (i) the Lender shall deliver to the Borrower a certificate as to the amount of such payment or liability with reasonable detail setting forth the calculation thereof and (ii) the Borrower shall make such payment within 10 calendar days after receipt of such certificate. Such certificate shall be required by law to deduct or withhold any Taxes from or in respect prima facie evidence of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust such amount. The Borrower shall not be required to pay compensate the Lender pursuant to this Clause 9 for any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable liability incurred more than 180 days prior to the Trust date that the Lender notifies the Borrower of such liability and of such Lender’s intention to claim compensation therefor; provided further that, if the such tax liability is retroactive, then the 180-day period referred to above shall be increased as may be necessary (or an amount shall be owed extended to include the Trust) so that, after all required deductions, withholdings or payments in respect period of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustretroactive effect thereof.

Tax Indemnity. The (a) Seller agrees to defend shall indemnify and to save the Indemnified Parties hold harmless Buyer from and against any and all liabilities arising out for Taxes imposed on the Company or the Surviving Entity for Pre-Closing Tax Periods. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to indemnify or hold harmless Buyer for any liabilities for (x) Taxes resulting from, or attributable to, any transaction or action undertaken by Buyer after the Closing on the Closing Date and which is outside of the transactions contemplated ordinary course of business, or (y) any Tax liability attributable to a Pre-Closing Tax Period triggered by an election made by Buyer after the Closing. For the avoidance of doubt, no indemnification is provided by Seller under this Agreement Section 10.1 with respect to the amount of any Tax attributes (including losses, deductions, credits and tax basis) that carry forward from a Pre-Closing Tax Period to a Post-Closing Tax Period. (b) Buyer shall indemnify and hold harmless Seller from and against any and all liabilities for Taxes of the Surviving Entity for Post-Closing Tax Periods. (c) Except as otherwise provided in Section 9.3(g), Seller shall pay to Buyer any amount of cash required to be paid by it pursuant to Section 10.1(a). Buyer shall pay to Seller any amount required to be paid by it pursuant to Section 10.1(b), within the later of (x) ten (10) days after of cash Buyer receives written notice from Seller under Section 10.1 requesting such payment, and (y) thirty (30) days prior to the date that the indemnified Tax or resulting from expense is required to be paid. (d) The amount of any delay indemnity pursuant to this Section 10.1 shall be determined net of any Tax benefits obtained by the indemnitee or its Affiliates in connection with the incurrence of the item for which indemnification is due hereunder. Any payments made by Seller in paying or any omission Buyer under this Article X or Section 9.1 are intended by the Parties to pay any Taxes otherwise required under this Agreement to be paid or withheld treated for U.S. federal and remitted by or on behalf of applicable state and local income tax purposes as an adjustment to the Seller on its own behalfpurchase price and, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be except as otherwise required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been madeapplicable Law, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller Parties shall not be liable to indemnify the Indemnified Parties under this Section for take any Taxes payable by, position on any Tax Return or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustotherwise that is inconsistent with such intention.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any (4) (a) Any and all liabilities arising out of the transactions contemplated by payments under this Agreement with respect Subsidiary Guarantee to or resulting from for the account of any delay by the Seller in paying holder of a Note shall be made free and clear of, and without deduction or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by withholding for or on behalf of account of, any Tax, except to the Seller on its own behalf, on behalf of the Trust extent such deduction or on behalf of any Obligorwithholding is required by law. If the Seller shall be any Tax is required by law to deduct be deducted or withhold withheld by any Taxes Subsidiary Guarantor from or in respect of any sum payable such payments made by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the executionsuch Subsidiary Guarantor, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall Subsidiary Guarantor will make such deductions or withholdings; and (c) withholding and pay to the Seller shall pay forthwith relevant taxing authority the full amount deducted or withheld before penalties attach thereto or interest accrues thereon. In the event of the imposition by or for the account of any Applicable Taxing Authority or of any Governmental Authority of any jurisdiction in which any Subsidiary Guarantor resides for tax purposes or any jurisdiction from or through which such Subsidiary Guarantor is making any payment in respect of this Subsidiary Guarantee of any Tax, other than any Excluded Tax, upon or with respect to any payments in respect of this Subsidiary Guarantee, whether by withholding or otherwise, such Subsidiary Guarantor hereby agrees to pay forthwith from time to time in connection with each payment on this Subsidiary Guarantee to each holder of a Note such amounts as shall be required so that every payment received by such holder in respect of the Notes and every payment received by such holder under this Subsidiary Guarantee will not, after such withholding or deduction or other payment for or on account of such Tax and any interest or penalties relating thereto, be less than the amount due and payable to such holder in respect of such Note or under this Subsidiary Guarantee before the assessment of such Tax; provided, however, that such Subsidiary Guarantor shall not be obliged to pay such amounts to any holder of a Note in respect of Taxes to the relevant taxation authority extent such Taxes exceed the Taxes that would have been payable: (i) had such holder not had any connection with the Applicable Jurisdiction or any territory or political subdivision thereof other than the mere holding of a Note with the benefit of this Guarantee (or the receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof); (ii) but for the delay or failure by such holder (following a written request by such Subsidiary Guarantor) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other authority in accordance with applicable law and will provide to the Trust copies of such forms as reasonably required evidence (collectively “Forms”), that are required to be provided filed by such holder to avoid or reduce such authority evidencing Taxes and that in the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for case of any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trustforegoing would not result in any confidential or proprietary income tax return information being revealed, Taxes payable either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by virtue such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (ii) upon the non-resident status good faith completion and submission of the Trust or Taxes payable on the capital such Forms as may be specified in a written request of the Trust.such Subsidiary Guarantor no later than 60 days after receipt by such holder of such written request (provided that if such Forms are required

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if WSLEGAL\047083\00034\17266544v3 I\113475037.1 the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust Purchaser shall be increased permitted to recover from Seller and from time to time, Taxes as may be necessary provided in paragraph (or an amount shall be owed to the Trustb) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made;hereof. (b) Purchaser shall be entitled to recover the following Taxes: (i) all Taxes with respect to taxable periods ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and (ii) all Taxes with respect to taxable periods beginning before and ending after the Closing Date (“Straddle Periods”) to the extent that such Taxes are allocable to the period prior to Closing pursuant to this Agreement; provided that, Purchaser shall not be entitled to recover Taxes resulting from (x) a Code Section 338 election with respect to Purchaser’s purchase of the Shares pursuant to this Agreement or (y) any transactions occurring on the Closing Date after the Closing outside of the ordinary course of business. Such obligations shall be without regard to whether there was any breach of any representation or warranty under Article III with respect to such Tax or any disclosures that may have been made with respect to Article III or otherwise. The indemnification obligations provided for herein shall apply even if the additional Tax liability results from the filing of a Tax Return or amended Tax Return with respect to a pre-Closing Date transaction or period (or portion of a period) by Purchaser, provided that Purchaser shall not cause or permit the Company to file an amended Tax Return with respect to any taxable period ending on or prior to the Closing Date or any Straddle Period unless (y) Seller shall make consents in its sole discretion or (z) Purchaser obtains a legal opinion from counsel reasonably acceptable to Seller that such deductions or withholdings; andamended return is legally required to be filed. (c) For purposes of this Agreement: (i) In the case of any gross receipts, income, sales, or similar Taxes that are payable with respect to a Straddle Period, the portion of such Taxes allocable to (A) the Pre-Closing Tax Period and (B) the portion of the Straddle Period beginning on the day next succeeding the Closing Date (the “Post-Closing Tax Period”) shall be determined on the basis of a deemed closing at the end of the Closing Date of the books and records of the Company. (ii) In the case of any Taxes (other than gross receipts, income, sales, or similar Taxes) that are payable with respect to a Straddle Period, the portion of such Taxes allocable to the Pre-Closing Tax Period shall be equal to the product of the sum of all such Taxes multiplied by a fraction the numerator of which is the number of days in the Straddle Period from the commencement of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period; provided, however, that appropriate adjustments shall be made to reflect specific events that can be identified and specifically allocated as occurring on or prior to the Closing Date (which shall be allocated to the Pre-Closing Tax Period) or occurring after the Closing Date (which shall be allocated to the Post-Closing Tax Period). (iii) All payments due from Seller with respect to Taxes for which Seller have provided an indemnity therefor pursuant to this Agreement shall be made within ten (10) Business Days of the earlier to occur of: (i) an agreement by Seller and Purchaser as to Seller’s liabilities for such Taxes, (ii) the due date of the payment for the Taxes allocable to Seller pursuant to this Section 8.1, provided that Purchaser has notified Seller of such due date at least fifteen (15) Business Days prior to such due date or (iii) Seller’s receipt of notice of an assessment of such a Tax liability by a Tax Authority. Purchaser shall have the right, but not the obligation, to offset any Taxes for which Seller has provided an indemnity therefor pursuant to this Agreement against the Seller shall pay forthwith the full amount deducted or withheld Note. Notwithstanding anything herein to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certaintycontrary, it is hereby acknowledged by the parties hereto that the Seller shall not be liable responsible for, and Purchaser shall not be entitled to indemnify the Indemnified Parties under this Section for recover from Seller, any Taxes payable by, or required to be withheld by, the extent such Taxes were reflected as a liability taken into account in the calculation of a Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the nonPost-resident status of the Trust or Taxes payable on the capital of the Trust.Closing Adjustment

Tax Indemnity. All payments by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, other than taxes imposed on the overall net income of CIBC or franchise taxes, taxes on doing business or taxes measured by the capital or net worth of CIBC (collectively “Excluded Taxes”), now or hereafter imposed, levied, collected, withheld or assessed by any country or any political subdivision thereof (collectively “Taxes”); provided, however, that if any Taxes are required to be withheld from any interest or other amount payable to the CIBC hereunder, the amount so payable to the CIBC shall be increased to the extent necessary to yield to CIBC, on a net basis after payment of all Taxes and after payment of all Excluded Taxes imposed by any relevant jurisdiction on any additional amounts payable under this section, interest or any such other amount payable hereunder at the rate or in the amount specified in this Agreement. The Seller agrees Borrower shall be fully liable and responsible for and shall, promptly following receipt of a request from CIBC, pay to defend and to save the Indemnified Parties harmless from and against CIBC any and all liabilities arising out sales, goods and services taxes payable under the laws of the transactions contemplated by this Agreement Canada or any political subdivision thereof with respect to or resulting from any delay and all goods and services made available hereunder to the Borrower by CIBC, and such taxes shall be included in the definition of “Taxes” for all purposes hereof. Whenever any Taxes are payable by the Seller in paying or any omission Borrower, as promptly as possible thereafter it shall send to CIBC, a certified copy of an original official receipt showing payment thereof. If the Borrower fails to pay any Taxes otherwise when due or fails to remit to CIBC as aforesaid the required under this Agreement documentary evidence thereof, the Borrower shall indemnify and save harmless CIBC from any incremental taxes, interest, penalties or other liabilities that may become payable by CIBC or to which CIBC may be paid subjected as a result of any such failure. A certificate of CIBC as to the amount of any such taxes, interest or withheld penalties and remitted by or on behalf containing reasonable details of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller calculation thereof shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustprima facie evidence thereof.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. 9.3.1 If the Seller shall be Corporation is required by applicable law to withhold or deduct or withhold any Taxes from or Tax in respect of any sum payable by payment made or on behalf of the Seller on its own behalf considered or on behalf of any Obligor deemed under applicable laws to be made pursuant to the Trust hereunder terms of or otherwise in connection with this Agreement, the executionCommon Shares or the Preferred Shares, deliverythen the Corporation shall make such withholding or deduction and, filing and recording hereof and if such Tax is a Tax imposed as a result of the Purchaser being resident in a country other documents than the country of residence of the Corporation (an “Indemnified Tax”), the Corporation shall (1) if such deduction or withholding is in respect of a payment of cash to the Purchaser, pay the Purchaser such additional amounts as may be necessary so that after making or allowing for all required withholdings and deductions (including withholdings and deductions applicable to additional amounts payable under this Section 9.3), the Purchaser has or receives an amount equal to that which the Purchaser would have had or received had no such withholdings or deductions been required or (2) if such deduction or withholding is in respect of any other payment made or considered or deemed under applicable laws to be delivered hereunder made to the Purchaser, remit an amount in cash directly to the relevant Governmental Authority so that after taking into account the amount of such other payment as well as the amount remitted to the relevant Governmental Authority, the Purchaser’s liability to such relevant Governmental Authority in respect of such other payment shall have been completely satisfied. The Corporation will timely remit any Taxes so withheld or deducted to the relevant Governmental Authority in accordance with applicable law, and will furnish to the consummation Purchaser, within thirty (30) days, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such remittance, a copy of the transactions contemplated herebyreturn reporting such remittance or other evidence of such payment reasonably satisfactory to the Purchaser. 9.3.2 The Corporation will indemnify a Purchaser, within twenty (20) days after written demand therefor, for the full amount of any Indemnified Tax payable or paid by the Purchaser or required to be withheld or deducted in respect of any payment made or considered or deemed under applicable laws to be made to the Purchaser pursuant to the terms of or otherwise in connection with this Agreement, the Common Shares or the Preferred Shares, whether or not such Indemnified Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such Indemnified Tax payable or paid delivered to the Corporation by the Purchaser will be conclusive absent manifest error. 9.3.3 If a Purchaser determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Corporation or with respect to which the Corporation has paid additional amounts pursuant to this Section 9.3, the Purchaser shall pay the Corporation an amount equal to such refund, net of all out-of-pocket expenses of the Purchaser and without interest (other than any net after-Tax interest paid by the relevant Governmental Authority with respect to such refund). The Corporation agrees to repay to the Purchaser any amount so paid over to the Corporation (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) if the Trust Purchaser is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Purchaser to claim any available refund. Notwithstanding anything to the contrary in this Section 9.3.3, in no event shall the Purchaser be required to pay any amount to the Corporation pursuant to this Section 9.3.3 the payment of which would place the Purchaser in a less favorable net after-Tax position than the Purchaser would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or, in the case of a Tax indemnified pursuant to Section 9.3.2, imposed, and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require the Purchaser to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Corporation or any other person. 9.3.4 GSO and each Purchaser shall promptly deliver to the Corporation any Tax form, document or information reasonably requested by the Corporation in respect order to properly determine whether it is required by applicable law to withhold or deduct any Taxes under Section 9.3.1 as well as the rate of any sum received by such Tax including, without limitation, form NR301, NR302 or NR303, as the Trust from the Seller hereunder: case may be. This paragraph shall not be construed to require GSO or any Purchaser to provide any such information that is not already in its possession or that it deems confidential (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so thatincluding, after all required deductions, withholdings or payments in respect of such Taxes have been madefor greater certainty, the Trust receives name or retains address of any person owning an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority interest or other authority investment in a Purchaser), nor, without limiting the generality of the forgoing, to require GSO or any Purchaser to complete section 7 of form NR301, section 6 of form NR302, section 6 of form NR303 or any equivalent section of any amended, updated or similar form, or to provide the Corporation with any worksheets normally included with such forms. In the event that any forms are requested and provided in accordance with applicable law and will provide the terms of this Section 9.3.4, they shall be completed by the Purchaser to the Trust copies best of such forms as are required to be provided to such authority evidencing the payment by the Sellerits knowledge only. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller The Purchaser shall not be liable to indemnify for any Losses suffered by the Indemnified Parties under Corporation as a result of any errors or omissions made by the Purchaser in complying with this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust9.3.4.

Tax Indemnity. The Seller (a) Borrower agrees to defend pay, and to save the Indemnified Parties Agent and Lender harmless from and against from, any and all liabilities arising out of the transactions contemplated by this Agreement with respect to to, or resulting from any delay by the Seller in paying paying, any and all Indemnified Taxes and other Taxes that may be payable or any omission to pay any Taxes otherwise required under this Agreement determined to be paid payable with respect to any of the Collateral or withheld this Agreement. Any and remitted all payments by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf account of any Obligor. If the Seller obligation of a Loan Party hereunder or under any other Loan Documents shall be made free and clear of and without deduction or withholding for any Taxes; provided that if the Loan Party is required by applicable law to deduct or withhold any Taxes from or in respect of any sum such payments, then: (i) if such Tax is an Indemnified Tax, the amount payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust Loan Party shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, that after making all required deductionsdeductions or withholdings (including deductions or withholdings applicable to additional amounts payable under this Section), withholdings Agent or payments in respect of such Taxes have been made, the Trust Lender receives or retains an amount equal to the sum that the Trust amount it would have received or retained had no such deductions, deductions or withholdings or payments been made; , and (bii) the Seller Loan Party shall make such deductions or withholdings; and (c) the Seller shall withholdings and timely pay forthwith and remit the full amount deducted or withheld to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law and will provide law. (b) In addition, the Loan Party shall timely pay any Other Taxes to the Trust copies relevant Governmental Authority in accordance with applicable law. (c) The Loan Parties shall indemnify Agent and Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed on or attributable to amounts payable or deemed payable hereunder) paid by Agent or Lender on or with respect to an amount payable or deemed payable by Borrower under or in respect of this Agreement or under any other Loan Documents together with any penalties, interest and reasonable expenses arising in connection therewith and with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate from Agent or Lender as to the amount of such forms payment or liability delivered to the Loan Party shall be conclusive absent manifest error. (d) Promptly after any payment of Indemnified Taxes by a Loan Party to a Governmental Authority (but in any event within 30 days after the date of such payment), the Loan Party shall deliver to Agent the original or certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the relevant return reporting such payment or other evidence of such payment reasonably satisfactory to Agent or Lender. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Agent as are will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. (ii) Without limiting the generality of the foregoing, any Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax; (iii) any Lender that is not a United States person as defined under the Code shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 1. in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty; 2. executed originals of IRS Form W-8ECI; 3. in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially to the effect that such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executed originals of IRS Form W-8BEN; or 4. to the extent a Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by the appropriate underlying forms; (iv) any Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or Agent to determine the withholding or deduction required to be provided made; and (v) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such authority evidencing Lender were to fail to comply with the payment applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and Agent at the time or times prescribed by law and at such time or times reasonably requested by the SellerBorrower or Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. For greater certaintySolely for purposes of this clause (v), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. (vi) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it is hereby acknowledged shall update such form or certification or promptly notify the Borrower and Agent in writing of its legal inability to do so. (f) If Agent or Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the parties hereto that Loan Parties or with respect to which a Loan Party has paid additional amounts pursuant to this Section, it shall pay over such refund (or the Seller shall not be liable amount of any credit in lieu of refund) to indemnify the Indemnified Parties applicable Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section for with respect to the Indemnified Taxes giving rise to such refund or credit in lieu of refund), net of all out-of-pocket expenses of Agent and Lender, and without interest (other than any Taxes payable byinterest paid by the relevant Governmental Authority with respect to such refund or credit in lieu of refund), provided that the Loan Party, upon the request of Agent or Lender, agrees to repay the amount paid over to the Loan Party (plus any interest, penalties or other charges imposed by the relevant Governmental Authority) to Agent or Lender in the event Agent or Lender is required to repay such refund or credit in lieu of refund to such Governmental Authority. Notwithstanding the foregoing, neither Agent nor Lender shall be withheld by, the Seller on account of Taxes payable on the income required to make available its tax returns or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust any other information relating to its taxes that it deems confidential to a Loan Party or Taxes payable on the capital of the Trustany other Person.

Tax Indemnity. The Seller agrees to defend (i) Borrower shall indemnify Administrative Agent and to save each Lender, within ten (10) days after written demand therefor, for the Indemnified Parties harmless from and against full amount of any and all liabilities arising out of Taxes paid by Administrative Agent or such Lender, as the transactions contemplated by this Agreement case may be, on or with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted payment by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf account of any Obligorobligation of Borrower hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. If A certificate as to the Seller shall be required amount of such payment or liability delivered to Borrower by law to deduct a Lender, or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The agreements in this clause (i) shall survive the resignation and/or replacement of Administrative Agent, any Obligor to assignment of rights by, or the Trust hereunder replacement of, a Lender or in connection with Issuing Lender, the execution, delivery, filing and recording hereof and termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other documents Obligations. Notwithstanding anything contained in this Section 2.11 or any Loan Document, in no event shall Borrower be required to indemnify any Person for Excluded Taxes. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and Issuing Lender shall, and does hereby, indemnify Borrower and Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for Borrower or Administrative Agent) incurred by or asserted against Borrower or Administrative Agent by any Governmental Authority as a result of the failure by such Lender or Issuing Lender, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered hereunder by such Lender or Issuing Lender, as the case may be, to Borrower or Administrative Agent pursuant to subsection (e). Each Lender and the consummation of the transactions contemplated hereby, or if the Trust shall be required Issuing Lender hereby authorizes Administrative Agent to pay set off and apply any Taxes in respect of and all amounts at any sum received by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided time owing to such authority evidencing Lender or Issuing Lender, as the payment by the Seller. For greater certaintycase may be, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for Agreement or any Taxes payable other Loan Document against any amount due to Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of Administrative Agent, any assignment of rights by, or required to be withheld bythe replacement of, a Lender or Issuing Lender, the Seller on account of Taxes payable on the income or gains termination of the TrustAggregate Commitments and the repayment, Taxes payable by virtue satisfaction or discharge of the non-resident status of the Trust or Taxes payable on the capital of the Trustall other Obligations.

Tax Indemnity. The Seller agrees Each of WRL and WRIL shall, jointly and severally, indemnify and hold harmless AT and KYM for any United States Federal income tax (including interest and penalties thereon) actually imposed on AT or KYM solely pursuant to defend the United States Foreign Investment in Real Property Tax Act of 1980 and to save the Indemnified Parties harmless from United States Treasury Regulations (including Temporary Regulations) promulgated thereunder, as amended and against any and all liabilities arising out as in effect at the time of the transactions contemplated Closing (“FIRPTA”), net of any offsets, deductions, or credits to which AT and KYM may be entitled, solely in respect of the difference between (i) the closing price of the WRL Shares on the date of the Closing (the “Closing Date”), as customarily ascertained by the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) and published in recognized newspapers (such as the Wall Street Journal and Financial Times) or disseminated by recognized quotation services (such as Reuters and Bloomberg), and (ii) the tax basis for United States Federal income tax purposes of the WRL Shares in the hands of AT immediately after the Closing. For the avoidance of doubt, neither WRL nor WRIL shall have any liability or obligation of any nature in respect of United States Federal income tax imposed as a result of any gain accrued on the WRL Shares after the Closing or for any other reason whatsoever, whether pursuant to FIRPTA or otherwise. The sum payable under this Agreement Section 9 shall include the net amount necessary to hold AT and KYM harmless on an after-tax basis from all taxes to be paid by or withheld from (and any reduction of refundable credits of) AT or KYM arising from or with respect to such indemnity payment. In the event the United States Internal Revenue Service proposes to assess United States Federal income tax on AT or resulting from KYM pursuant to FIRPTA in respect of any delay gain accrued on the WRMHL Shares during the period preceding the Closing, AT or KYM shall immediately give Notice to WRL or WRIL of such proposed assessment and the details thereof. In the event of such a proposed assessment, either WRL or WRIL, at its sole cost and expense, may assume control of the assessment proceeding to contest such assessment or take any other action WRL or WRIL deems appropriate, in its sole discretion, including without limitation commencing or defending a legal proceeding on behalf of AT or KYM (provided, however, that (A) if any such proceeding shall require prepayment of taxes, WRL or WRIL shall prepay the portion of such taxes attributable to the amount subject to indemnification hereunder and AT or KYM shall prepay the remaining portion of such taxes, and (B) if a Party determines that a United States Tax Court proceeding is preferable, both Parties shall negotiate in good faith to reach an agreement on the proper judicial forum for the applicable proceeding), settling the proposed assessment or actual assessment, paying tax, or otherwise, and using counsel of either WRL’s or WRIL’s choice, in its sole discretion. As and to the extent requested by WRL, KYM and AT shall cooperate fully with WRL, at WRL’s sole expense, in contesting any assessment hereunder. The Parties acknowledge and agree that the Seller in paying exchange of the WRMHL Shares for the WRL Shares pursuant to this Agreement is not intended to constitute a tax-free reorganization or other tax-free exchange under the Internal Revenue Code of 1986, as amended, and the Parties acknowledge that they are not aware of any fact that would cause the exchange hereunder to be treated as a tax-free reorganization or a tax-free exchange for United States Federal income tax purposes. None of AT, KYM, or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by Person acting by, through, for, or on behalf of AT, KYM, or any of their respective Affiliates shall (1) file any tax return, report, or other document with the Seller on its own behalf, on behalf United States Internal Revenue Service or take any position or action of any kind for United States Federal income tax purposes to treat the exchange by AT of the Trust WRMHL Shares for the WRL Shares as an exchange entitled to tax-free non-recognition treatment under the United States Internal Revenue Code of 1986, as amended, or on behalf any successor legislation, or (2) take any action the purpose or intent of which is to prejudice the defense of any Obligor. If the Seller shall be required by law claim subject to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust indemnification hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents induce any Person to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required assert a claim subject to pay any Taxes in respect of any sum received by the Trust from the Seller indemnification hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder:41 (a) The Seller shall be liable for, and shall indemnify and hold the sum payable Buyer Indemnified Persons harmless from, any Taxes, together with any reasonable costs, expenses, losses or damages, including reasonable expenses of investigation and attorneys’ and accountants’ fees and expenses, arising out of or incident to the Trust shall be increased as may be necessary (determination, assessment or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect collection of such Taxes have been made(i) imposed on or incurred by or with respect to the Company with respect to any period or portion thereof prior to and including the Closing Date or (ii) attributable to a breach by the Seller of any representation, warranty or covenant with respect to Taxes in this Agreement (collectively “Company Taxes”); provided, however, that the Trust receives or retains maximum aggregate amount of Taxes that may be recovered from the Seller by the Buyer Indemnified Persons pursuant to Section 7.5 shall be an amount equal to the sum that Indemnity Cap less the Trust would have received or retained had no such deductions, withholdings or payments been made;amount of all indemnifiable Losses recovered by the Buyer Indemnified Persons pursuant to Section 9.2(a) and (b). (b) The Buyer shall be liable for, and shall indemnify and hold the Seller shall make Indemnified Persons harmless from, any Taxes, together with any reasonable costs, expenses, losses or damages, including reasonable expenses of investigation and attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such deductions Taxes (i) imposed on or withholdings; andincurred by or with respect to the Company with respect to the period (or portions of periods) after the Closing Date, or (ii) attributable to a breach by the Buyer of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII to determine the Seller shall pay forthwith the full amount deducted of any Taxes imposed on or withheld incurred by or with respect to the relevant taxation authority or other authority in accordance with applicable law Company for a taxable period beginning before and will provide ending after the Closing Date which is allocable to the Trust copies period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such forms pre-Closing Date period constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as are required the deduction for depreciation, shall be apportioned to be provided the period prior to and including the Closing Date ratably on a per diem basis). Additionally, any calculation of a Tax amount due from one party to the other under this Article VII shall take into consideration the extent to which such authority evidencing Tax amount is included in Net Working Capital (Closing or Estimated, as applicable). (d) If the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto Buyer or any of its Affiliates receives a refund of any Taxes that the Seller is responsible for hereunder, or if the Seller or any of its Affiliates receives a refund of any Taxes that the Buyer is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party that has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund. (e) In order for an Indemnified Person to be entitled to any indemnification provided for under this Article VII, such Indemnified Person shall, promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Article VII or, in the case of its receipt of written notice of a claim by a Governmental Authority that may give rise to such a claim for indemnity (which claim by a Governmental Authority has not been resolved by prior proceedings), give notice thereof in writing to the Indemnifying Person against which indemnity is sought that includes (i) the specific details of and specific basis under this Agreement for its claim and (ii) a formal demand for indemnification under this Agreement that includes (A) the amount or method of computation of the amount of such claim to the extent known, (B) each individual item of Loss included in the amount so stated, to the extent known and (C) the date on which such item was paid or properly accrued, to the extent applicable, and shall provide any other information with respect thereto as the Indemnifying Person may reasonably request. The failure of an Indemnified Person to provide notice of a claim for indemnity under this Article VII shall not be liable to indemnify relieve the Indemnified Parties Indemnifying Person of its indemnity obligations under this Section Article VII, except and only to the extent that the Indemnifying Person is prejudiced by such failure. (f) The Seller shall have the right, at the sole expense of the Seller, to control any audit or examination by any Governmental Authority, initiate any claim for refund, and contest, resolve and defend against any Taxes payable byassessment, notice of deficiency, or required other adjustment or proposed adjustment relating to any Company Taxes (a 42 “Company Tax Contest”) by giving the Buyer written notice of its intent to contest a claim by any Government Authority within 30 days of receipt of notice of such claim provided by the Buyer to the Seller; provided, however, that the Seller and the Buyer, as applicable, shall (i) keep the party not in control of any such Company Tax Contest (the “non-controlling party”) reasonably informed and consult in good faith with such party with respect to any issue relating to such Company Tax Contest, (ii) provide the non-controlling party with copies of all correspondence, notices and other written material received from any Governmental Authority with respect to such Company Tax Contest and shall otherwise keep such party reasonably apprised of any material development with respect to such Company Tax Contest, (iii) provide the non-controlling party with a copy of, and an opportunity to review and comment on, all submissions made to a Governmental Authority in connection with such Company Tax Contest, (iv) afford the non-controlling party and its counsel the opportunity to be withheld bypresent at, and to participate in, conferences with the Seller on account Governmental Authority in respect of Taxes payable on such claim by such Governmental Authority or refund proceeding and (v) not agree to a settlement or compromise of such Company Tax Contest without the income or gains of the Trust, Taxes payable by virtue prior written consent of the non-resident status controlling party (not to be unreasonably withheld, conditioned or delayed). If the Seller does not assume the defense of claim by a Governmental Authority as provided in this Section 7.5(f), the Buyer shall have the right to defend against such claim with the counsel of the Trust Buyer’s choosing; provided that the Seller may at any time admit its obligation to indemnify the Buyer in respect of and assume the defense of such claim by a Governmental Authority prior to settlement or Taxes payable on the capital final determination thereof. The Buyer shall not agree to any settlement of a claim of any Governmental Authority without the prior written consent of the TrustSeller, which consent shall not be unreasonably withheld, conditioned or delayed. (g) In the case of a claim for indemnification under this Article VII that is not based on a Company Tax Contest, the Indemnifying Person shall have 30 days from its receipt of notice of such claim from the Indemnified Person (i) to cure the Losses complained of, (ii) admit its obligation to provide indemnification with respect to such Losses or (iii) dispute such claim for indemnification. (h) Each party agrees to notify the other party promptly upon learning of any Company Tax Contest or claim described in Section 7.5(g) and cooperate with such other party with respect to any such Company Tax Contest or claim, as and to the extent reasonably requested by the applicable party, and shall furnish or cause to be furnished to the applicable party, upon request, as promptly as practicable and at the requesting party’s expense, such information and assistance relating to such Company Tax Contest or claim (including access to books and records) as are reasonably necessary for the preparation for such Company Tax Contest or claim; provided, however, that the failure to give prompt notice with respect to a claim for indemnification under the provisions of this Article VII (due to a Company Tax Contest or claim under Section 7.5(g)) will not affect the rights or obligations of the other party except and only to the extent that, as a result of such failure, the other party was materially prejudiced.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes in respect of any sum received by the Trust from the Seller hereunder:: WSLegal\047083\00034\12027575v8 I\5470303.2 (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trust.

Tax Indemnity. The (a) From and after the Closing Date, each Seller agrees to defend shall severally and to save the Indemnified Parties harmless from not jointly be responsible for, and against any shall indemnify and hold Buyer and all liabilities arising of Buyer’s Affiliates, which for purposes of this Article VIII, shall include the Companies (the “Buyer Tax Indemnified Parties”), harmless against (i) any liability for Taxes and related Losses imposed on or with respect to the Companies (including, without limitation, all such Taxes imposed on such Seller) that relates to, arises out of or is attributable to any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date (a “Pre-Closing Tax Period”), (ii) any Taxes and related Losses resulting from or attributable to the transactions contemplated by this Agreement or that are undertaken at the direction of or for the benefit of such Seller; (iii) any Taxes or Losses relating to, arising out of or resulting from a breach or inaccuracy of the representations set forth in Section 5.24 or any covenants or agreements relating to Tax matters set forth in this Agreement; (iv) all Taxes imposed with respect to or resulting from any delay by the Seller in paying or any omission Underwriting Profit Adjustment; and (v) all Transfer Taxes (clauses (i) - (v) hereinafter referred to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of as the Seller on its own behalf“Tax Losses”); provided, on behalf of the Trust or on behalf of any Obligor. If the Seller however, that Sellers shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust shall not be required to pay indemnify Buyer Tax Indemnified Parties for any Taxes in respect specifically accrued for on the Reference Statement. The amount of any sum indemnification due from Sellers to any Buyer Tax Indemnified Party pursuant to the provisions of this Agreement shall be net of any actual Tax Benefit received by the Trust from the Seller hereunder: (a) the sum payable Companies that are directly attributable to the Trust Loss relating to such indemnity payment. To the extent any such Tax Benefit is realized subsequent to an indemnity payment being made by Sellers to Buyer or the Company, such indemnity payment shall not be increased subject to offset as may be necessary provided above, and upon such Tax Benefit actually being realized (or an as determined above) Buyer shall pay to Sellers the amount shall be owed of such realized Tax Benefit no later than 10 days after the filing of the Tax Return which reflects such Tax Benefit. Notwithstanding anything to the Trust) so that, after all required deductions, withholdings or payments contrary in respect of such Taxes have been madethis Agreement, the Trust receives or retains an amount equal indemnification provided for in this Section 8.1(a) shall not be affected by the disclosure of any item on any Schedule to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made;this Agreement. (b) For purposes of Section 8.1(a), in the Seller case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall make such deductions be: (i) in the case of Taxes that are either (x) based upon or withholdingsrelated to income, or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended with (and included) the Closing Date; (ii) in the case of Taxes that are based upon gross premiums deemed equal to the amount that would be payable with respect to the premium written as of the Closing Date; and (ciii) in the Seller shall pay forthwith the full amount deducted or withheld case of Taxes imposed on a periodic basis with respect to the relevant taxation authority assets of the Companies, or other authority in accordance with applicable law and will provide otherwise measured by the level of any item, deemed to be the Trust copies amount of such forms as are required to be provided to Taxes for the entire period (or, in the case of such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld bydetermined on an arrears basis, the Seller on account amount of such Taxes payable for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the income or gains Closing Date and the denominator of which is the Trust, Taxes payable by virtue number of calendar days in the non-resident status of the Trust or Taxes payable on the capital of the Trustentire period.

Tax Indemnity. The Seller agrees to defend (a) GM shall indemnify Purchaser, the JV Companies and to save the Indemnified Parties harmless from and against any and Sale Companies for all liabilities arising out Taxes of the transactions contemplated by this Agreement with respect JV Companies or the Sale Companies to the extent that provision or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or reserve in respect of any sum payable by such Taxes was not (1) made in the Net Worth Statement or on behalf (2) otherwise taken into account in the preparation of the Seller Net Worth Statement (as expressly accounted for in the work papers for the Net Worth Statement) (i) for taxable periods ending on its own behalf or before the Closing Date and (ii) for any period not ending on behalf or before the Closing Date, for the portion any Taxes attributable to the period ending on the Closing Date. For purposes of attributing Taxes to the portion of the period ending on the Closing Date pursuant to clause (ii) above, Taxes determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits or similar items shall be determined on a closing of the books method and all other Taxes shall be determined by the ratio of the number of days in the portion of the period ending on the Closing Date to the total number of days in the period. GM's indemnity for Taxes related to a JV Company shall be limited to the Relevant Percentage of the total issued share capital of the JV Company owned by GM. GM shall be entitled, as an offset to any required indemnification, to the benefit of any Obligor to provision or reserve which exceeds the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and amount of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust Taxes ultimately paid. GM shall not be required to pay indemnify Purchaser for any Taxes if a recovery for such Taxes has been made under the warranties contained in this agreement. (b) GM shall be liable and indemnify Purchaser for all (i) Taxes attributable to the ownership of the Acquired Assets or any operations of the Seating Business and (ii) for Taxes of any Asset Seller, in either case, for all taxable periods (or portions thereof) ending on or before the Closing Date and shall promptly reimburse Purchaser for any such Taxes that Purchaser and/or relevant Asset Purchaser pays or incurs. For the avoidance of doubt, GM shall not be liable for any Taxes in respect of the means adopted with the agreement of the Purchaser prior to, on or after completion to achieve the repayment or settlement of debts owed by Delphi Interior Systems South Africa (Pty) Limited to any sum received by member of the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; andGM Group. (c) the Seller Purchaser and/or relevant Asset Purchaser shall pay forthwith the full amount deducted or withheld be liable and indemnify GM for all Taxes attributable to the relevant taxation authority ownership of the Acquired Assets or any operations of the Seating Business for all taxable periods (or portions thereof) after the Closing Date and shall promptly reimburse GM for any such Taxes that GM pays or incurs. (d) For purposes of allocating Taxes under paragraphs (b), and (c) above, for any period that includes but does not end on the Closing Date, (i) GM shall be liable for any Taxes determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits or similar items accrued on or before the Closing Date; and (ii) liability for all other authority Taxes shall be allocated pro rata between Purchaser and GM based on the number of days in the taxable period, defined in accordance with applicable law local custom, for which each party is liable for Taxes hereunder. (e) GM shall cause each JV Company and will provide each Sale Company to prepare and file all tax returns and reports due on or prior to the Trust Closing Date, which returns and reports shall be prepared and filed timely and on a basis consistent with existing procedures for preparing such returns and reports and in a manner consistent with prior practice with respect to the treatment of specific items on the returns or reports; provided, however, that if the treatment of an item on any such return or report has not been provided by prior practice, GM shall cause the JV Company or the Sale Company, as the case may be, to report such items in a manner that would result in the least amount of Tax liability to the Purchaser and the applicable JV Company or Sale Company for periods ending after the Closing Date. Purchaser shall cause each JV Company and Sale Company to prepare and file all tax returns and reports due after the Closing Date, which returns and reports, to the extent they relate to taxable periods beginning prior to, but including the Closing Date, and for the purpose of determining GM's liability for Taxes, shall be prepared and filed timely and on a basis consistent with existing procedures for preparing such returns and in a manner consistent with prior practice with respect to the treatment of specific items on the returns and reports, unless such treatment does not have sufficient legal support to avoid the imposition of penalties. GM will not be liable for any Taxes of any JV Company or Sale Company to the extent such Taxes resulted (i) from Purchaser's, JV Company's, or Sale Company's, as the case may be, voluntary filing of an amended tax return for any period ending on or prior to the Closing Date, (ii) from JV Company's or Sale Company's, as the case may be, deliberate omission after the Closing Date to make any claim, election or disclaimer or to give any notice or consent the making of which was assumed in computing any reserve for Taxes made in the Net Worth Statement and which was provided to Purchaser in writing on a timely basis, or (iii) from JV Company's or Sale Company's, as the case may be, voluntary making or giving any claim, election, disclaimer or notice after the Closing Date, provided than an exclusion in (i), (ii), or (iii) will not apply if the action (or failure to act) was (1) required, in the good faith judgment of 146 Purchaser, JV Company, or Sale Company, as the case may be, to avoid the possible imposition of penalties or (2) was required by, or otherwise necessitated by, a claim by any taxing authority with respect to any Taxes or tax return of the Purchaser, JV Company, or Sale Company or any affiliate of Purchaser, JV Company, or Sale Company. In the event GM is liable under Section 10.5(a) hereof for Taxes due in connection with any returns caused to be filed by Purchaser, GM shall pay the amount of such liability to the Purchaser within 14 days of the request. (f) Purchaser, each JV Company, each Sale Company, and GM shall provide each other with such assistance as may reasonably be requested by the others in connection with the preparation of any return or report of Taxes, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liabilities for Taxes. Such assistance shall include making employees available on a mutually convenient basis to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant tax returns and supporting material. The Party requesting assistance hereunder shall reimburse the assisting Party for reasonable out-of-pocket expenses incurred in providing assistance. Purchaser, each JV Company, each Sale Company, and each member of the GM Group shall retain for the full period of any statute of limitations and provide the others with any records or information which may be relevant to such forms preparation, audit, examination, proceeding or determination. (g) If in connection with any examination, investigation, audit or other proceeding in respect of any tax return covering the operations of any JV Company or Sale Company on or before the Closing Date, any governmental body or authority issues to any JV Company or Sale Company a written notice of deficiency, a notice of reassessment, a proposed adjustment, an assertion of claim or demand concerning the taxable period covered by such return, such notice of deficiency, notice of reassessment, proposed adjustment, assertion of claim or demand shall be treated as are a Third Party Claim and the provisions of section 10.4 of this Agreement shall apply. (h) Subject to the prompt reimbursement requirements of Sections 10.5(b) and 10.5(c), no liability under Section 10.5 shall be payable until the occurrence of any action by any Tax authority that is final or, if not final, is acquiesced in by the indemnifying party during the course of any audit or any proceeding relating to Taxes. All payments required to be provided to such authority evidencing the payment made by the Seller. For greater certainty, it is hereby acknowledged by indemnifying party pursuant to Section 10.5 shall be made within fourteen (14) Business Days of this occurrence of the parties hereto that event described in the Seller immediately preceding sentence. (i) The provisions of this Section 10.5 shall not be liable governed by the limitations contained in the other provisions of Section 10 and to the extent of any inconsistency between this Section 10.5 and the other provisions of Section 138 147 10, the provisions of this Section 10.5 shall control. Notwithstanding the preceding sentence, Section 10.7 shall apply to the provisions of this Section 10.5. The obligation to indemnify pursuant to this Section 10.5 shall survive for a period equal to the Indemnified Parties statute of limitations applicable to the Taxes to which the indemnification relates plus a period of fifteen (15) days. (j) For purposes of this Section 10.5, (i) the term JV Companies and the term Sale Company shall include any subsidiary, any predecessor, or any Person or entity from which the JV Companies or the Sale Companies incurs a liability for Taxes as a result of transferee or joint and several liability. (k) If, at GM's request and expense, the auditors of any JV Company or Sale Company determine that any liability for Taxes which has resulted in a payment having been made or becoming due from GM under this Section 10.5 has given or will give rise to a corresponding saving (the "Saving") for the Purchaser or any Taxes payable by, JV Company or required to be withheld bySale Company, the Seller on account of Taxes payable on Purchaser will as soon as reasonably practicable thereafter repay to GM the income or gains Relevant Percentage of the Trust, Taxes payable by virtue lesser of: (i) the present value (using a discount rate of equal to the interest rate on a bond of equal maturity of the non-resident status relevant government plus 1%) of the Trust or Taxes payable on the capital amount of the TrustSaving (as determined by the auditors) less any costs incurred by the relevant JV Company or Sale Company or the Purchaser; and (ii) the amount paid by GM in respect to any liability for Taxes which gave rise to the Saving less any part of that amount previously repaid to GM under these provisions or otherwise. "Relevant Percentage" means the percentage of the total issued share capital owned by GM in the case of a JV Company and 100% in the case of a Sale Company.

Tax Indemnity. 6.2.1 The Seller agrees to defend Vendors will indemnify the Purchaser and to save the Indemnified Parties harmless Company and will keep them indemnified from and the Completion Date against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to costs, losses or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required under this Agreement to be paid or withheld and remitted by or money payable on behalf of the Seller on its own behalf, on behalf of the Trust or on behalf account of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from claim for or in respect of any sum Taxation. For this purpose "Taxation" includes any income or transaction taxes, duties or charges payable to any government or local authority in New Zealand or elsewhere, or the Accident Rehabilitation and Compensation Insurance Corporation, and all withholdings or deductions in respect of those obligations, whatever their nature. This indemnity shall extend to any Taxation which is calculated by reference to: (a) income or profits earned or attributed, or deductions or relief claimed, on behalf or before Completion; or 213 (b) any other event on or before Completion (whether it was a known or contingent liability at that date), but excluding any obligation to pay royalties on petroleum produced (which will be dealt with in accordance with the other provisions of this Agreement). 6.2.2 By this indemnity, the Seller Vendors will on its own behalf or on behalf of any Obligor demand pay to the Trust hereunder Purchaser or in connection with the execution, delivery, filing and recording hereof and of Company (as the other documents to be delivered hereunder and case may be) the consummation of the transactions contemplated hereby, or if the Trust shall be required to pay any Taxes amount incurred by that party in respect of any sum received by the Trust from the Seller hereunderTaxation including: (a) the sum payable effect of any denial or loss of any allowance or deduction or cancelling any right to the Trust shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect repayment of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been madeTaxation; (b) all reasonable costs and expenses properly payable by the Seller shall make such deductions Purchaser or withholdings; andthe Company in connection with any claim; (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority reimbursement of any Taxation payable on payments made in accordance with applicable law this indemnity (so that the Purchaser or the Company receives the net sum it would have had or retained if no claim had been made). 6.2.3 If the Company of the Purchaser receives a claim in respect of Taxation, or proposes to claim against the Vendor, they will provide full details to the Vendor and will provide give the Vendor an opportunity to defend or dispute the Trust copies of such forms as are claim. The Purchaser and the Company will be entitled to take any steps to avoid prejudice to their own respective tax positions and will be indemnified by the Vendor even if the Vendor disputes the claim. If the Purchaser or the Company is required to be provided to such authority evidencing take or contemplate any action which may prejudice the payment by tax position of the Seller. For greater certaintyVendor, it is hereby acknowledged by will consult with the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the TrustVendor before doing so.

Tax Indemnity. The Seller agrees If as a result of any misrepresentation or any act or failure to defend and act of Lessee occurring or failing to save occur on or after the Indemnified Parties harmless from and against any and all liabilities arising out Acceptance Date, Lessor or its Assignee, if any, shall not be entitled for each of its taxable years (or portions thereof) in which the transactions contemplated by this Agreement Lease is in effect, to a depreciation deduction with respect to or resulting from any delay the full cost of the Equipment which is based on a method of accelerated depreciation available under the Modified Accelerated Cost Recovery System provided by the Seller in paying Section 168 or any omission successor provisions of the Internal Revenue Code (a "Tax Loss"), then Lessee agrees to pay any Taxes otherwise Lessor or said Assignee upon demand a sum which, after deduction of all tax required under this Agreement to be paid by Lessor or withheld and remitted said Assignee in respect to the receipt thereof, shall be equal, to the additional income taxes paid or payable by Lessor, or on behalf said Assignee, as a result of the Seller on its own behalfTax Loss, on behalf of the Trust together with any interest or on behalf of any Obligor. If the Seller shall penalty which may be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or assessed in connection with the execution, delivery, filing and recording hereof and any of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust foregoing. Lessee shall not be required to pay any Taxes in respect Lessor or said Assignee the additional monies pursuant to this paragraph, if the Tax Loss shall result solely because of the occurrence of any sum received by of the Trust following events: (i) Lessor or said Assignee shall fail to claim such depreciation deduction in its income tax returns of the appropriate year or shall fail to follow the proper procedure in claiming such depreciation deduction, and such failure to claim or to follow such procedure, as the case may be, shall preclude Lessor or said Assignee from claiming such depreciation deduction: (ii) Lessor or said Assignee shall fail to have sufficient income to benefit from the Seller hereunder: depreciation deduction; (aiii) Lessor or said Assignee shall at any time when no Event of Default has occurred and is continuing, without the sum payable written consent of Lessee, voluntarily transfer legal title to the Trust Equipment, or any portion thereof to another, and such transfer by Lessor or said Assignee shall be increased as may be necessary (or an amount shall be owed to the Trust) so that, after all required deductions, withholdings or payments in respect direct cause of such Taxes have been made, the Trust receives Tax Loss; or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (biv) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount deducted or withheld to the relevant taxation authority or other authority a change in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains 168 of the Trust, Taxes payable by virtue of Internal Revenue Code occurring after the non-resident status of the Trust or Taxes payable on the capital of the TrustCommencement Date hereof.

Tax Indemnity. The Seller agrees to defend and to save the Indemnified Parties harmless from and against any and all liabilities arising out of the transactions contemplated by this Agreement with respect to or resulting from any delay by the Seller in paying or any omission to pay any Taxes otherwise required All payments whatsoever under this Agreement to Guaranty will be paid made by any Guarantor free and clear of, and without liability for withholding or withheld and remitted deduction for or on account of, any present or future Tax imposed or levied by or on behalf of (i) its jurisdiction of organization or (ii) any jurisdiction other than the Seller United States (or any political subdivision or taxing authority of or in the United States) from or through which any amount is paid by any Guarantor pursuant to the terms of this Guaranty (hereinafter, a "Taxing Jurisdiction"), unless the withholding or deduction of such Tax is compelled by law. If any deduction or withholding or payment for any tax shall at any time be compelled by law, each Guarantor will pay such additional amounts as may be necessary in order that the net amounts paid to each Lender pursuant to the terms of this Guaranty after such deduction or withholding (including, without limitation, any required deduction, withholding or other payment of Tax on its own behalfor with respect to such additional amount) shall be not less than the amounts then due and payable under the terms of this Guaranty; provided, on behalf of the Trust or on behalf however, that no payment of any Obligor. If the Seller shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable by or on behalf of the Seller on its own behalf or on behalf of any Obligor to the Trust hereunder or in connection with the execution, delivery, filing and recording hereof and of the other documents to be delivered hereunder and the consummation of the transactions contemplated hereby, or if the Trust additional amounts shall be required to pay be made for or on account of: (i) in case of a tax imposed or levied on behalf of Barbados, any Taxes Tax that would not have been imposed but for the existence of any present or former connections between such Lender (or between a shareholder of, or possessor of a power over, such Lender, if such Lender is an estate, trust, partnership or corporation, or any Person other than the Lender to which any amount payable under any Obligation or under this Guaranty is attributable for the purposes of such Tax, assessment or charge) and the Taxing Jurisdiction, (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax or duty; (iii) any Tax that is payable otherwise than by withholding from payments under this Guaranty, except that such Guarantor shall be required to make payments for or on account of any Tax that would have been payable through withholding but which because of a connection between the Lender and the Taxing Jurisdiction (or some other special circumstance of the Lender) is instead collected by such Taxing Jurisdiction directly from such Lender unless such Tax is of a nature that is otherwise not subject to the payment of additional amounts under this Section 7.3; or (iv) any combination of clauses (i), (ii) and (iii) above; provided further, however, that no such additional amounts shall be payable in respect of this Guaranty to (x) any sum received Lender which is a fiduciary or a partnership or a beneficial owner which is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional amounts had it been in the position of such Lender or (y) any Lender which is not a resident of the United States. In connection with the transfer of rights under the Credit Agreement, each Guarantor will furnish the Administrative Agent and the transferee of such with copies of all tax forms then required. Each Guarantor will also furnish the Administrative Agent and the Lenders, within the period of payment permitted by applicable law, an official receipt, if any, issued by the Trust from the Seller hereunder: (a) the sum payable to the Trust shall be increased as may be necessary (relevant taxation or an amount shall be owed to the Trust) so that, after other authorities involved for all required deductions, withholdings or payments in respect of such Taxes have been made, the Trust receives or retains an amount equal to the sum that the Trust would have received or retained had no such deductions, withholdings or payments been made; (b) the Seller shall make such deductions or withholdings; and (c) the Seller shall pay forthwith the full amount amounts deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and will provide to the Trust copies of such forms as are required to be provided to such authority evidencing the payment by the Seller. For greater certainty, it is hereby acknowledged by the parties hereto that the Seller shall not be liable to indemnify the Indemnified Parties under this Section for any Taxes payable by, or required to be withheld by, the Seller on account of Taxes payable on the income or gains of the Trust, Taxes payable by virtue of the non-resident status of the Trust or Taxes payable on the capital of the Trustaforesaid.