Common use of Tax Indemnity Clause in Contracts

Tax Indemnity. (a) The Borrowers shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers An Obligor shall (within three (3) Business Days of demand by the Facility Agent) pay to a Protected Finance Party an amount equal to the loss, liability or cost which that Protected Finance Party determines (in its absolute discretion) will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Finance Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 12.1 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Finance Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersObligor. (d) A Protected Finance Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)12.2, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three seven Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax grossGross-upUp); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)12.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (ai) The Subject to Section 16.5(c)(ii), the UK Borrowers shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party the Lender an amount equal to the loss, liability or cost which that Protected Party Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party Lender in respect of a Finance Loan Document. (bii) Paragraph (aSection 16.5(c)(i) above shall not apply: (iA) with respect to any Tax assessed on a Finance PartyLender: (A) i. under the law of the jurisdiction in which that Finance Party Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party Lender is treated as resident for tax purposes; or (B) ii. under the law of the jurisdiction in which that Finance PartyLender’s Facility Office lending office is located in respect of amounts received or receivable in that jurisdiction, , (B) if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance PartyLender; or (iiC) to the extent a loss, liability or cost: (A) i. is compensated for by an increased payment under Clause 12.2 (Tax gross-upSection 16.5(b); or (Bii. would have been compensated for by an increased payment under Section 16.5(b) but was not so compensated solely because one of the exclusions in Section 16.5(b) applied; or iii. relates to a FATCA Deduction deduction or withholding from a payment under a Loan Document required to be made by a PartyFATCA. (ciii) A Protected Party Lender making, or intending to make, make a claim under paragraph (aSection 16.5(c)(i) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the UK Borrowers. (div) A Protected Party Lender shall, on receiving a payment from a UK Borrower under this Clause 12.3 (Tax indemnitySection 16.5(c)(i), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Obligors shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersObligors. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers 13.3.1 Each Obligor shall (within three Business Days of demand by the Facility Agent) indemnify each Protected Party against, and shall pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectlydirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above 13.3.2 Clause 13.3.1 shall not apply: (ia) with respect to any Tax assessed on a Finance Party: : (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or purposes or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office 's facility office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or; (iia) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 13.2 (Tax gross-up); or (B) or relates to a FATCA Deduction required to be made by a Party. (c) 13.3.3 A Protected Party making, or intending to make, make a claim under paragraph (a) above Clause 13.3.1, shall promptly notify the Facility Agent as soon as reasonably practicable of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower or relevant Obligor of such claim. (d) 13.3.4 A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)13.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Obligors shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersObligors. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 6.6 (Tax gross-upMinimum interest); or , Clause 10.2 (BTaxes) or relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)10.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (Biii) to the extent it relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three Business Days If the Lender is required to make any payment of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by that Protected Party the Lender whether or not actually received or receivable) or if any liability in respect of a Finance Documentany such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall (within three (3) Business Days of demand) indemnify the Lender against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith. (b) Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Finance Partythe Lender: (Ai) under the law of the jurisdiction in which that Finance Party the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party the Lender is treated as resident for tax purposes; or; (Bii) under the law of the jurisdiction in which that Finance Partythe Lender’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, or (iii) to the extent a loss, liability or cost relates to a FATCA Declaration required to be made by a Party, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a PartyLender. (c) A Protected Party making, If the Lender makes or intending intends to make, make a claim under paragraph (a) above above, it shall promptly notify the Facility Agent Borrower of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three six Business Days of demand by the Facility AgentLender) pay to a the Protected Party an amount equal to the loss, liability or cost which that the Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that the Protected Party in respect of a Finance Document. (b) Paragraph (aClause 11.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Partythe Lender: (A) under the law of the jurisdiction in which that Finance Party the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party the Lender is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Partythe Lender’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Partythe Lender; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 clause 11.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A The Protected Party making, or intending to make, make a claim under paragraph (aclause 11.3(a) above shall promptly notify the Facility Agent Borrower of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three five Business Days of written demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a any loss, liability or costcost to the extent that: (A) it is compensated for by an increased payment under Clause 12.2 14.2 (Tax gross-up); or (B) it relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the such claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)14.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall must promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)12.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Each Obligor who is a Party shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 clause 13.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party or any Obligor which is not a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)clause 13.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three five Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 11.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a the Borrower under this Clause 12.3 (Tax indemnity)11.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Except as provided below, the Borrower shall (within three (3) Business Days of demand by the Facility AgentAgent (acting at the direction of the Protected Party)) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance PartyLender: (A) under the law of the jurisdiction in which that Finance Party Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party Lender is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office Xxxxxx's facility office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance PartyLender; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 11.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent (with a copy of such notice to the Borrower) of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a the Borrower under this Clause 12.3 (Tax indemnity)11.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three five Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a the Borrower under this Clause 12.3 (Tax indemnity)12.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or costcost is: (A) is compensated for by an increased payment under Clause 12.2 14.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)14.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three (3) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall must promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)12.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers 13.3.1 Each Obligor shall (within three Business Days of demand by the Facility Agent) indemnify each Protected Party against, and shall pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectlydirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above 13.3.2 Clause 13.3.1 shall not apply: (ia) with respect to any Tax assessed on a Finance Party: : (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or purposes or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office 's facility office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or; (iib) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 13.2 (Tax gross-up); or (B) or relates to a FATCA Deduction required to be made by a Party. (c) 13.3.3 A Protected Party making, or intending to make, make a claim under paragraph (a) above Clause 13.3.1, shall promptly notify the Facility Agent as soon as reasonably practicable of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower or relevant Obligor of such claim. (d) 13.3.4 A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)13.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance DocumentDocument or a transaction or payment under it. (b) Paragraph (aclause 12.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) with respect to Australian Withholding Tax in respect of any interest paid to an Offshore Associate of the relevant Obligor; or (iii) to the extent a the relevant loss, liability or cost: (A) is compensated for by an increased payment additional amount under Clause clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, making or intending to make, make a claim under paragraph (aclause 12.3(a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)clause 12.3, notify the Facility Agent.

Tax Indemnity. (ai) The Borrowers A UK Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party UK Lender an amount equal to the loss, liability or cost which that Protected Party UK Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax Taxes by that Protected Party Lender in respect of a Finance Loan Document. (bii) Paragraph Clause (ac)(i) above shall not apply: (iA) with respect to any Tax Taxes assessed on a Finance Party:Lender (A1) under the law of the jurisdiction in which that Finance Party such Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party such Lender is treated as resident for tax purposes; or (B2) under the law of the jurisdiction in which that Finance Partysuch Lender’s Facility Lending Office is located in respect of amounts received or receivable in that such jurisdiction, if that Tax is such Taxes are imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Partysuch Lender; or (ii3) to the extent a loss, liability or cost: (A) i. is compensated for by an increased payment under Clause 12.2 (Tax gross-upSection 3.08(b)(iii); or (Bii. would have been compensated for by an increased payment under Section 3.08(b)(iii) but was not so compensated solely because one of the exclusions in Section 3.08(b)(iv) applied; or iii. relates to a FATCA Deduction required to be made by a Partyparty to this Agreement. (ciii) A Protected Party Lender making, or intending to make, make a claim under paragraph clause (ac)(i) above shall promptly notify the Facility Administrative Agent of the event which will give, or has given, rise to the claim, following which the Facility Administrative Agent shall notify the BorrowersCompany. (div) A Protected Party Lender shall, on receiving a payment from a UK Borrower under this Clause 12.3 (Tax indemnitySection 3.08(c), notify the Facility Administrative Agent.

Tax Indemnity. (a) The Borrowers Issuer shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 16.2 (Tax gross-gross- up); or (B) relates to a FATCA Deduction required to be made by a Party; or (C) relates to stamp taxes covered by Clause 16.5 (Stamp taxes); or (D) relates to VAT covered by Clause 16.6 (VAT). (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersIssuer. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 paragraph (Tax indemnity)a) above, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Obligors shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 13.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersObligors. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 13.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall Except as provided below, each Obligor must indemnify (within three five Business Days of demand by the Facility Agentdemand) pay to a Protected Finance Party an amount equal to the loss, against any loss or liability or cost which that Protected Finance Party determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Protected Party in respect of relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document. (b) Paragraph (a) above shall does not apply: (i) with respect to any Tax assessed on a Finance PartyParty under the laws of the jurisdiction in which: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable, including any amount treated as income but not actually received by the Finance Party) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 16.1 (Tax grossGross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Finance Party making, or intending to make, a claim under paragraph (a) above shall must promptly notify the Facility Agent of the event (but without being required to disclose any confidential information) which will give, or has given, rise to the claim, following which the Facility Agent shall promptly notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower under this Clause 12.3 (Tax indemnity), notify the Facility Obligors' Agent.

Tax Indemnity. (a) a. The Borrowers shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) b. Paragraph (a) above shall not apply: (i) i. with respect to any Tax assessed on a Finance Party: (A) a. under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) b. under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) . to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 6.6 (Tax gross-upMinimum interest); or , Clause 10.2 (BTaxes) or relates to a FATCA Deduction required to be made by a Party. (c) c. A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) d. A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)10.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is fully compensated for by an increased payment under Clause 12.2 14.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 14.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Obligors shall (within three (3) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or; (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three Business Days Each of the Borrower and the Guarantor shall, promptly on demand by the Facility Agent) , pay to a Protected that Finance Party an amount equal to the loss, liability or cost which that Protected Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Finance Party in respect of a Finance Document. (b) Paragraph (aClause 13.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 13.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Finance Party making, or intending to make, make a claim under paragraph (aClause 13.3(a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which whereupon the Facility Agent shall notify the BorrowersBorrower or (as the case may be) the Guarantor thereof. (d) A Protected Finance Party shall, on receiving a payment from a the Borrower or the Guarantor under this Clause 12.3 (Tax indemnity)13.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers relevant Obligor shall (within three 3 Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax (other than where such loss, liability or cost constitutes a Tax Deduction where Clause 14.2 shall apply) by that Protected Party in respect relation to a sum received or receivable (or deemed for the purposes of a Finance Tax to be received or receivable) under or in connection with any Financing Document. (b) Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Finance Party: (Ai) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax Tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under pursuant to paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers' Agent. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)14.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.. ​ ​ ​ (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 clause 13.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party or any Obligor which is not a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)clause 13.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or; (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (Biii) with respect to any Tax that relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a the Borrower under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Without prejudice to Clause 12.2 (Tax gross-up), If any Finance Party to required to make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purpose of Tax to be received or receivable by such Finance Party, whether or not actually resolved or receivable) or if any liability in respect of any such payment is asserted, imposed , levied or assessed against any Finance Party, the Borrower shall (within three Business Days of demand by the Facility Agent) pay to Indemnity the Finance Party which determines it has suffered a Protected Party an amount equal to the lossloss or liability as a result against such payment or liability together with any interest, liability penalties, costs and expenses payable or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party incurred in respect of a Finance Documentconnection therewith. (b) Paragraph Sub-clause (a) above shall not apply: (i) with respect to any Tax assessed on a Finance PartyImposed: (A) under the law of by the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposesincorporated; or (B) under the law of by the jurisdiction in which that Finance Party’s its Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax located, (C) which is imposed on or calculated by reference to the net income actually received or receivable (but, for the evidence of doubt, not including any sum doomed for purposes or Tax to be received or receivable by that Finance Party but not any sum deemed to be actually received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Finance Party making, or intending to make, make a claim under paragraph sub-clause (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which whereupon the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Finance Party shall, on receiving a payment from a the Borrower under this Clause 12.3 (Tax indemnityIndemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three five Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or the Facility Office of that Finance Party; or (ii) to the extent a any loss, liability or costcost to the extent that: (A) it is compensated for by an increased payment under Clause 12.2 14.2 (Tax gross-up); or (B) it relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the such claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)14.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 11.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a the Borrower under this Clause 12.3 (Tax indemnity)11.3, notify the Facility Agent.

Tax Indemnity. (ai) The Borrowers Any U.K. Loan Party shall (within three (3) Business Days of demand by the Facility Administrative Agent) pay to a Protected Party Lender an amount equal to the loss, liability or cost which that Protected Party Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party Lender in respect of a Finance DocumentLoan or Commitment extended to a U.K. Borrower. (bii) Paragraph (aSection 2.17(n)(i) above shall not apply: (iA) with respect to any Tax assessed on a Finance PartyLender: (A1) under the law of the jurisdiction in which that Finance Party Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party Lender is treated as resident for tax Tax purposes; or (B2) under the law of the jurisdiction in which that Finance PartyLender’s Facility Office lending office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is such Taxes are imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance PartyLender; or (iiB) to the extent a loss, liability or cost: (A1) is compensated for by an increased payment under Clause 12.2 (Tax gross-upSection 2.17(l)(ii); or (B2) would have been compensated for by an increased payment under Section 2.17(l)(ii) but was not so compensated solely because one of the exclusions in Section 2.17(l)(iii) applied; or (3) relates to a FATCA Deduction required to be made by a PartyDeduction. (ciii) A Protected Party Lender making, or intending to make, make a claim under paragraph (aSection 2.17(l)(i) above shall promptly notify the Facility Administrative Agent of the event which will give, or has given, rise to the claim, following which the Facility Administrative Agent shall notify the BorrowersU.K. Loan Party. (div) A Protected Party Lender shall, on receiving a payment from a Borrower U.K. Loan Party under this Clause 12.3 (Tax indemnitySection 2.17(n), notify the Facility Administrative Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (BTaxes) or relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a the Borrower under this Clause 12.3 (Tax indemnity)12.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Each Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (aClause 12.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A1) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B2) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A1) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B2) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (aClause 12.3(a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower under this Clause 12.3 (Tax indemnity)12.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is fully compensated for by an increased payment under Clause 12.2 14.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 14.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three six Business Days of demand by the Facility AgentLender) pay to a the Protected Party an amount equal to the loss, liability or cost which that the Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that the Protected Party in respect of a Finance Document. (b) Paragraph (aClause 12.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Partythe Lender: (A) under the law of the jurisdiction in which that Finance Party the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party the Lender is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s the Lender's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Partythe Lender; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A The Protected Party making, or intending to make, make a claim under paragraph (aclause 12.3(a) above shall promptly notify the Facility Agent Borrower of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrowers. (d) A Protected Party shall, on receiving a payment from a Borrower under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance DocumentParty. (b) Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Finance Party: (Ai) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under pursuant to paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersCompany. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)15.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers shall (within three Business Days of demand by the Facility Agent) pay Without prejudice to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within ten (10) Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party by the jurisdiction in which such Finance Party is incorporated; or (Bii) relates any Tax imposed on and calculated by reference to a FATCA Deduction required to be made the net income of the Facility Office of such Finance Party actually received or receivable by a Partysuch Finance Party by the jurisdiction in which its Facility Office is located. (cb) A Protected Finance Party making, or intending to make, make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, giving rise to the claim, following which whereupon the Facility Agent shall notify the BorrowersBorrower thereof. (dc) A Protected Finance Party shall, on receiving a payment from a the Borrower under this Clause 12.3 (Tax indemnity)12.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (aClause 12.3(a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (iiC) to the extent a loss, liability or cost: (A1) is compensated for by an increased payment under Clause clause 12.2 (Tax gross-up); orand/or (B2) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, make a claim under paragraph (aclause 12.3(a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersObligors' Agent. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity)clause 12.3, notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Obligors shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Clause 12.2 (Tax gross-gross- up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersObligors. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) The Borrowers Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s 's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or (B) relates to a FATCA Deduction required to be made by a Party. (c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the BorrowersBorrower. (d) A Protected Party shall, on receiving a payment from a Borrower an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.