Common use of Tax Indemnity Clause in Contracts

Tax Indemnity. (a) The Company shall (within three (3) Business Days after demand by each Funding Agent) pay to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Party in respect of this Agreement or any other Transaction Document. (b) Clause (a) shall not apply: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income of, or is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 11.2; or (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) applied. (c) A Facility Indemnified Party making, or intending to make a claim under clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Except as provided below, the Owner must (within three (3) Business Days after of demand by each Funding the Facility Agent) pay indemnify a Finance Party by paying to a Facility Indemnified such Finance Party an amount equal to the loss, any loss or liability or cost which that Facility Indemnified Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Indemnified Party Office and is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Partyreceivable for this purpose; or (ii) to the extent a loss, loss or liability or cost: (A) is compensated for by an increased payment under Section 11.2; or Clause 10.1(c) (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedTax gross-up). (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Facility Agent of the event which will give, or has given, rise to the claim. The Facility Agent shall, in turn, notify the Owner. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company Owner under this Section 11.3Clause 10.2, notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Company Obligors shall (within three (3) Business Days after of demand by each Funding the Facility Agent) pay to a Facility Indemnified Protected Party an amount equal to the loss, liability or cost which that Facility Indemnified Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Party in respect of this Agreement or any other Transaction DocumentProtected Party. (b) Clause Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on on: (i) a Facility Indemnified Finance Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 of, or is a franchise Tax net profits received or a branch profits Tax imposed on, receivable (but not any sum deemed to be received or receivable) by that Facility Indemnified Finance Party; or (ii) the Facility Agent, as a result of the failure by a Lender to satisfy on the extent due date of a loss, liability or cost: (Apayment of interest either of the conditions set out in Clause 19.15(b)(i)(A) is compensated for by an increased payment under Section 11.2; or and (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) applied(Lenders). (c) A Facility Indemnified Protected Party making, making or intending to make a claim under clause pursuant to paragraph (a) above shall promptly notify the Company, the Master Servicer, the Administrative Facility Agent and the related Funding Agent in writing of the event which will give, or has given, rise to the claim, including details of the nature of the Tax due or paid by that Protected Party, following which the Facility Agent shall promptly provide such information to UPC Distribution. (d) A Facility Indemnified Protected Party shall, on receiving a payment from the Company an Obligor under this Section 11.3Clause 10.3, notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Company shall (within three (3) Business Days after demand by each Funding Agent) Except as provided below, the Parent must pay to a Facility Indemnified Finance Party an the amount equal to the loss, any loss liability or cost which that Facility Indemnified Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Partyreceivable for this purpose; orand (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 11.2Clause 12.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Section 11.2 Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusion exclusions in Section 11.2(gClause 12.2 (Tax gross-up) applied. (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Facility Agent of the event which will give, or has given, rise to the claimclaim following which the Facility Agent shall promptly notify the Parent. (d) A Facility Indemnified Finance Party shall, shall on receiving a payment from the Company an Obligor under this Section 11.3Clause 12.3, notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must or must procure that an Obligor will indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed for the purposes of Tax to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) apply with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Section 11.2; orClause 14.2 (Tax gross-up) or a payment under Clause 14.6 (Stamp taxes); (Bii) would have been compensated for by an increased payment under Section 11.2 Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusion exclusions in Section 11.2(gthat Clause applied; (iii) appliedrelates to a FATCA Deduction required to be made by a Party; or (iv) is attributable to the Bank Levy. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (de) A Facility Indemnified Finance Party shallmust, on receiving a payment from the Company an Obligor under this Section 11.3, Clause notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Company shall Without prejudice to Clause 12.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within 10 Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a 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 Agreement or any other Transaction Document. (b) Clause (a) 12.3 shall not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net profit or net income of, actually received or receivable by such Finance Party by the jurisdiction in which such Finance Party is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Partyincorporated; or (ii) any Tax imposed on and calculated by reference to the extent a loss, liability net profit or cost:net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party by the jurisdiction in which its Facility Office is located. (Ab) is compensated for by an increased payment A Finance Party intending to make a claim under Section 11.2; or paragraph (Ba) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because shall notify the exclusion in Section 11.2(g) appliedAgent of the event giving rise to the claim, whereupon the Agent shall notify the Borrower thereof. (c) A Facility Indemnified Party making, or intending to make a claim under clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company Borrower under this Section 11.3Clause 12.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Except as provided below, the Owner must (within three (3) Business Days after of demand by each Funding the Facility Agent) pay indemnify a Finance Party by paying to a Facility Indemnified such Finance Party an amount equal to the loss, any loss or liability or cost which that Facility Indemnified Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Indemnified Party Office and is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Finance Party's Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Partyreceivable for this purpose; or (ii) to the extent a loss, loss or liability or cost: (A) is compensated for by an increased payment under Section 11.2; or Clause 10.1(c) (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedTax gross-up). (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Facility Agent of the event which will give, or has given, rise to the claim. The Facility Agent shall, in turn, notify the Owner. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company Owner under this Section 11.3Clause 10.2, notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must indemnify a Facility Indemnified Finance Party an amount equal to the loss, liability or cost against any Liability which that Facility Indemnified 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 Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable or any other Transaction Documentpayment deemed to be received or recoverable under a Finance Document provided that the Finance Party provides documentary evidence of the same to the extent such evidence is reasonably available. (b) Clause Paragraph (a) shall above does not apply: (i) apply with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or costLiability: (Ai) is compensated for by an increased payment under Section 11.2Clause 11.1 (Gross-up); or (Bii) would have been is otherwise compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedanother clause to this Agreement. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (de) A Facility Indemnified Finance Party shallmust, on receiving a payment from the Company under this Section 11.3, Clause 11.2 (Tax Indemnity) notify the Administrative Agent and the related Funding Global Agent.

Tax Indemnity. (a) The Company shall (An Obligor shall, within three (3) 10 Business Days after of demand by each Funding the Facility Agent) , pay to a Facility Indemnified Finance Party which is or will be subject to any liability, or required by law to make any payment, for or on account of Taxes in relation to a sum received or receivable (or any sum received or receivable in connection with the Senior Finance Documents), an amount equal to the loss, liability or cost Tax which that Facility Indemnified Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Party such sum (excluding in respect of this Agreement or any other Transaction Document. (b) Clause (a) shall not apply: (i) all cases amounts with respect to any a Tax assessed on a Facility Indemnified Party: Finance Party (Aa) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized or, if different, incorporated and the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or Tax purposes or (Bb) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending Facility Office is located in respect of amounts received or receivable in that jurisdictionlocated, if in either case that Tax is imposed on or calculated by reference to the net income of, or is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Party; orincome, (iia) (Grossing-up for Taxes) applies to such Tax (or would so apply but for the extent a loss, liability or cost:application of Subclause 15.3 (Qualifying Lenders)). (Ab) is compensated for by an increased payment under Section 11.2; or (B) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because not, in the exclusion sole determination of such Finance Party, result in Section 11.2(g) appliedany additional costs, expenses or otherwise be disadvantageous to it. (c) A Facility Indemnified Nothing in this Subclause 15.2 shall entitle any Finance Party making, or intending to make a claim under clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent receive any amount which has not been demanded within 6 months of the event first day on which will give, or both (i) the Finance Party has given, the right to claim such amount under this Subclause 15.2 and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the claim. (d) A Facility Indemnified Party shall, on receiving right to claim such amount and that such circumstances give a payment from the Company right to claim such amount under this Section 11.3, notify the Administrative Agent and the related Funding AgentAgreement.

Tax Indemnity. (a) The Company Obligors shall (within three (3) Business Days after of demand by each Funding the Facility Agent) pay to a Facility Indemnified Protected Party an amount equal to the loss, liability or cost which that Facility Indemnified Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Party in respect of this Agreement or any other Transaction DocumentProtected Party. (b) Clause Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Facility Indemnified Finance Party: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Finance Party's Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income of, or is a franchise Tax net profits received or a branch profits Tax imposed on, receivable (but not any sum deemed to be received or receivable) by that Facility Indemnified Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 11.2; or (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) applied. (c) A Facility Indemnified Protected Party making, making or intending to make a claim under clause pursuant to paragraph (a) above shall promptly notify the Company, the Master Servicer, the Administrative Facility Agent and the related Funding Agent in writing of the event which will give, or has given, rise to the claim, including details of the nature of the Tax due or paid by that Protected Party, following which the Facility Agent shall promptly provide such information to UPC Broadband. (d) A Facility Indemnified Protected Party shall, on receiving a payment from the Company an Obligor under this Section 11.3Clause 10.3, notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Without prejudice to 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 or in connection with the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party, whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Company shall (within three (3) Business Days after of demand by each Funding the Agent) pay to indemnify the Finance Party which determines it has suffered a Facility Indemnified 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 Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Party incurred in respect of this Agreement or any other Transaction Documentconnection therewith. (b) Clause Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Facility Indemnified Partyimposed: (A) under the law of by the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposesincorporated; or (B) under the law of by the jurisdiction (or any political subdivision thereof) in which that its Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdictionlocated, if that Tax which is imposed on or calculated by reference to the net income ofactually received or receivable (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or is a franchise Tax receivable by that Finance Party but not actually received or a branch profits Tax imposed on, receivable) by that Facility Indemnified Finance Party; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Section 11.2; or Clause 12.2 (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedTax gross-up). (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise rise’ to the claim, whereupon the Agent shall notify the Company. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company under this Section 11.3Clause 12.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall (within three (3) Funding Business Days after demand by each Funding Agent) pay to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Party in respect of this Agreement or any other Transaction Document. (b) Clause (a) shall not apply: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income of, received or is a franchise Tax receivable (but not any sum deemed to be received or a branch profits Tax imposed on, receivable) by that Facility Indemnified Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 11.2; or (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g11.2(f) applied. (c) A Facility Indemnified Party making, or intending to make a claim under clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Except as provided below, each Obligor must (within three (3) Business Days after of demand by each Funding the Agent) pay indemnify a Finance Party by paying to a Facility Indemnified such Finance Party an amount equal to the loss, any loss or liability or cost which that Facility Indemnified Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (A1) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Indemnified Party Office and is treated as resident for tax purposes; or (B2) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Partyreceivable for this purpose; or (ii) to the extent a loss, loss or liability or cost: (A) is compensated for by an increased payment under Section 11.2; or Clause 12.1(c) (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedTax gross-up). (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim. The Agent shall, in turn, notify the Borrower. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company an Obligor under this Section 11.3Clause 12.2, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must or must procure that an Obligor will indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed for the purposes of Tax to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) apply with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Section 11.2; orClause 12.2 (Tax gross-up) or a payment under Clause 12.6 (Stamp taxes); (Bii) would have been compensated for by an increased payment under Section 11.2 Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusion exclusions in Section 11.2(gthat Clause applied; (iii) appliedrelates to a FATCA Deduction required to be made by a Party; or (iv) is attributable to the Bank Levy. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (de) A Facility Indemnified Finance Party shallmust, on receiving a payment from the Company an Obligor under this Section 11.3, Clause notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Company shall (within three (3) Business Days after demand by each Funding Agent) pay to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Party in respect of this Agreement or any other Transaction Document. (b) Clause (a) shall not apply: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income of, received or is a franchise Tax receivable (but not any sum deemed to be received or a branch profits Tax imposed on, receivable) by that Facility Indemnified Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 11.2; or (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g11.2(f) applied. (c) A Facility Indemnified Party making, or intending to make a claim under clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall (within three (3) Business Days after demand by each Funding Agent) pay to Except as provided below, the Obligors’ Agent must indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect apply to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposespurposes or has a permanent establishment; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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, gains or profits received or receivable by that Finance Party, however, any payment deemed to be received or receivable, including any amount treated as income ofbut not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent that a loss, liability loss or costliability: (Ai) is compensated for by an increased payment under Section 11.2Clause 14.1(c) (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Section 11.2 Clause 14.1(c) (Tax gross-up) but was not so compensated solely because the an exclusion set out in Section 11.2(gClauses 14.1(d), (f) or (j) (Tax gross-up) applied. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause Clause 14.1(a) (aTax gross-up) above shall must promptly notify the Company, the Master Servicer, the Administrative Obligors’ Agent and the related Funding Agent in reasonable detail of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall (or shall procure that another member of the Group will), within three (3) five Business Days after of demand by each Funding the Interim Facility Agent) , pay to a Facility Indemnified an Interim Finance Party an amount equal to the loss, loss or liability or cost which that Facility Indemnified Interim Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Interim Finance Party in respect of this Agreement relation to a payment received or any other Transaction receivable from an Obligor under an Interim Document. (b) Clause Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) an Interim Finance Party under the law of the jurisdiction in which: (or any political subdivision thereofA) in which that Facility Indemnified Interim Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Interim Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Interim Finance Party’s Lending Facility Office is located in respect of amounts received or receivable under the Interim Documents in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income of, or is gross receipts received or receivable (but not any sum deemed to be received or receivable such as a franchise Tax or a branch profits Tax imposed on, Deduction) by that Facility Indemnified Interim Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 11.2; or Clause 10.1 (BGross- Up) or would have been so compensated for by an increased payment under Section 11.2 but was not so compensated solely because one of the exclusion exclusions in Section 11.2(gClause 10.2 (Exceptions from Gross-Up) applied; or (B) is suffered or incurred in respect of any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy); or (C) is suffered or incurred in respect of FATCA (or any payment attributable to, or liability arising as a consequence of, FATCA). (c) A Facility Indemnified An Interim Finance Party making, or intending to make a claim under clause paragraph (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent Company and the related Funding Interim Facility Agent of the event which has given, or will give, or has given, rise to the claim. (d) A Facility Indemnified An Interim Finance Party shall, on receiving a payment from a member of the Company Group under this Section 11.3paragraph (a) above, notify the Administrative Agent and the related Funding Interim Facility Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must indemnify a Facility Indemnified Finance Party an amount equal to the against any loss, liability or cost which that Facility Indemnified Finance Party determines will be suffers, or has been (suffered, directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Finance Party in respect of this Agreement or any other Transaction a Finance Document. (b) Clause Paragraph (a) shall above does not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose; (ii) any Tax arising under, or attributable to the extent implementation or application of, or compliance with, the bank levy imposed by the UK Government as set out in the Finance Xxx 0000 as amended from time to time, or any levy or Tax of a losssimilar nature imposed in, liability or cost:by the government of, any jurisdiction, or any other law or regulation which implements such bank levy or any levy or Tax of a similar nature imposed in, or by the government of, any jurisdiction, or any Tax imposed on a Finance Party by virtue of its status as a bank; (Aiii) is any amount compensated for by an increased payment under Section 11.2; or Clause 11.2 (BTax gross-up) above, or which would have been compensated for under Clause 11.2 (Tax gross-up) above but for an exception to that Clause; or (iv) any loss, liability or cost that relates to a FATCA Deduction required to be made by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) applieda party. (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will givegives, or has given, rise to the claim. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company under this Section Clause 11.3, notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Company shall Without prejudice to Clause 12.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Company shall, within five (5) Business Days of demand of the 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 Agreement or any other Transaction Document. (b) Clause (a) 12.3 shall not apply: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income of, or is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Party; or (ii) to the extent a loss, liability or cost:cost relates to a FATCA Deduction required to be made by a Party; (Aii) to any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is compensated for by an increased payment under Section 11.2incorporated; or (Biii) would have been compensated to any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by an increased payment such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) A Finance Party intending to make a claim under Section 11.2 but was not so compensated solely because paragraph (a) above shall notify the exclusion in Section 11.2(g) appliedAgent of the event giving rise to the claim, whereupon the Agent shall notify the Company thereof. (c) A Facility Indemnified Party making, or intending to make a claim under clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company under this Section 11.3Clause 12.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall (within three (3) Business Days after demand by each Funding Agent) pay to Except as provided below, the Obligors’ Agent must indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect apply to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposespurposes or has a permanent establishment; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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, gains or profits received or receivable by that Finance Party. However, any payment deemed to be received or receivable, including any amount treated as income ofbut not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent that a loss, liability loss or costliability: (Ai) is compensated for by an increased payment under Section 11.2Clause 17.1(c) (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Section 11.2 Clause 17.1(c) (Tax gross-up) but was not so compensated solely because the an exclusion set out in Section 11.2(gClauses 17.1(d), (f) or (j) (Tax gross-up) applied. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause Clause 17.1(a) (aTax gross-up) above shall must promptly notify the Company, the Master Servicer, the Administrative Obligors’ Agent and the related Funding Agent in reasonable detail of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall (within three (3) Business Days after demand by each Funding Agent) pay to Except as provided below, the Borrower must indemnify a Facility Indemnified Senior Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Senior Finance Party determines will be or has been suffered (directly or indirectly) suffered by that Senior Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Senior Finance Document. (b) Sub-Clause (a‎(a) shall above does not apply: (i) with respect apply to any Tax assessed on a Facility Indemnified PartySenior Finance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Senior Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Senior Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Senior Finance Party’s Lending Senior 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 ofreceived or receivable by that Senior Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Senior Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; or (ii) to the extent a loss, liability or cost: (A) is compensated receivable for by an increased payment under Section 11.2; or (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedthis purpose. (c) A Facility Indemnified Senior Finance Party making, or intending to make make, a claim under clause (asub-Cause ‎(a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Borrower of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall (within three (3) Business Days after demand by each Funding Agent) pay to a Facility Indemnified Party an amount equal to Except as provided below, the loss, Borrower must indemnify the Lender against any loss or liability or cost which that Facility Indemnified Party the Lender determines will be or has been suffered (directly or indirectly) suffered by it for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction Documentpayment deemed to be received or receivable) under this Agreement. (b) Clause (a11.3(a) shall does not applyapply to any Tax assessed on the Lender under the laws of the jurisdiction in which: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party Lender is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that the Lender has a Facility Indemnified Party Office and is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Lender’s Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income ofreceived or receivable by the Lender. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Lender, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Clause 11.3(a) does not apply to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Section 11.2; or clause 11.2 (BTax gross-up) or would have been compensated for by an increased payment under Section clause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusion exclusions in Section 11.2(gclause 11.2 (Tax gross-up) applied. (cd) A Facility Indemnified Party makingIf the Lender makes, or intending intends to make make, a claim under clause (a) above shall 11.3(a), it must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Borrower of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company Subject to Clause 15.5 (Stamp Taxes), the Borrower shall (within three (3) five Business Days after of demand by each Funding the Agent) pay to a Facility Indemnified Protected Party an amount equal to the loss, liability or cost which that Facility Indemnified Protected Party reasonably determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Protected Party in respect of this Agreement or any other Transaction a Finance Document. (b) Clause Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on a Facility Indemnified Finance Party: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 of, received or is a franchise Tax receivable (but not any sum deemed to be received or a branch profits Tax imposed on, receivable) by that Facility Indemnified Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 11.2; or (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) applied. (c) A Facility Indemnified Protected Party making, or intending to make a claim under clause pursuant to paragraph (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower. (d) A Facility Indemnified Protected Party shall, on receiving a payment from the Company an Obligor under this Section 11.3Clause 15.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall If any Finance Party is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for Tax purposes to be received or receivable) under any Finance Document from any Obligor, such Obligor shall, within three (3) five Business Days after demand by each Funding the Facility Agent) , pay to a Facility Indemnified such Finance Party an amount equal to the loss, amount of such liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Party in respect of this Agreement or any other Transaction Documentpayment. (b) Clause Paragraph (a) of this Clause 13.2 shall not apply: (i) with respect to any Tax assessed imposed on or calculated by reference to the overall net income received or receivable (but not any sum deemed to be received or receivable) by a Facility Indemnified Finance Party: (A) under the law of the jurisdiction (in which such Finance Party is incorporated or any political subdivision thereof) jurisdiction in which that Facility Indemnified Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified such Finance Party is treated as resident for tax Tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified such Finance Party’s Lending Facility Office is located in respect of amounts received or receivable in that such jurisdiction, if that Tax is imposed on or calculated by reference to the net income of, or is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Party; or (ii) to the extent a loss, that such liability or cost: (A) payment is compensated for by an increased payment under Section 11.2; or Clause 13.1 (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedGross-up). (c) A Facility Indemnified Finance Party making, or intending to make a claim under clause pursuant to paragraph (a) above of this Clause 13.2 shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Facility Agent of the event which will givegive rise, or has givengiven rise, rise to such claim and, upon receipt of such notice, the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, Agent shall notify the Administrative Agent and the related Funding Agentrelevant Obligor thereof.

Tax Indemnity. (a) The Company Except as provided otherwise below, the Borrower shall (within three (3) Business Days after demand by pay each Funding Agent) pay to a Facility Indemnified Finance Party an amount equal to any loss and indemnify such Finance Party for any liability that the lossrespective Finance Party, liability or cost which that Facility Indemnified Party determines will be or in its determination, has been (incurred, directly or indirectly) suffered for or on account of , by reason that a Tax by that Facility Indemnified Party is required to be paid in respect of this Agreement a payment owed or any other Transaction Documentmade under the Finance Documents. (b) Clause (Paragraph a) shall above does not apply: (i) with respect to any Tax assessed on a Facility Indemnified Party:Taxes that (A) a Finance Party is required to pay under the law laws of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized has its registered office or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as a resident for tax purposes; or (B) a Finance Party is required to pay under the law laws of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending Facility Office or business office is located in respect of amounts received or receivable in by that jurisdictionFinance Party, if to which its share of the Loan belongs; to the extent that such Tax is imposed on on, or calculated by reference to to, the net income ofreceived or receivable by that Finance Party, provided that income deemed merely received or is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Partyreceivable shall not be taken into account; or (ii) to the extent insofar as a loss, loss or liability or cost: (A) is already being compensated for by an increased payment under Section 11.2; or a tax gross-up as provided in subsection 12.1 (B) Tax gross-up), or would have been compensated for by an increased payment had there not been a ground for exclusion under Section 11.2 but was not so compensated solely because subsection 12.1c) (Tax gross-up); or (iii) to taxes, which are imposed pursuant to § 49 no. 5 c (aa) of the exclusion in Section 11.2(g) appliedGerman Income Tax Act (“EStG”). (c) A Facility Indemnified Each Finance Party making, making or intending to make a claim under clause (paragraph a) above shall promptly without undue delay notify the Company, the Master Servicer, the Administrative Agent and the related Funding Facility Agent of the event which that will give, or has given, rise to the claim, after which the Facility Agent shall notify the Borrower. (d) A Facility Indemnified Party shallFinance Party, on upon receiving a payment from the Company Borrower under this Section 11.3subsection 12.2 (Tax indemnity), shall notify the Administrative Agent and the related Funding Facility Agent. e) This subsection 12.2 does not apply to a Finance Party’s value-added tax claims or pre-tax compensation claims. Subsection 12.4 (Value-added tax) definitively governs matters related to value-added tax.

Tax Indemnity. (a) The Company Obligors shall (within three (3) Business Days after of demand by each Funding the Facility Agent) pay to a Facility Indemnified Protected Party an amount equal to the loss, liability or cost which that Facility Indemnified Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Party in respect of this Agreement or any other Transaction DocumentProtected Party. (b) Clause Paragraph (a) above shall not apply: (i) apply with respect to any Tax assessed on on: (i) a Facility Indemnified Finance Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 of, or is a franchise Tax net profits received or a branch profits Tax imposed on, receivable (but not any sum deemed to be received or receivable) by that Facility Indemnified Finance Party; or (ii) the Facility Agent, as a result of the failure by a Lender to satisfy on the extent due date of a loss, liability or cost: (Apayment of interest either of the conditions set out in Clause 19.16(b)(i)(A) is compensated for by an increased payment under Section 11.2; or and (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) applied(Lenders). (c) A Facility Indemnified Protected Party making, making or intending to make a claim under clause pursuant to paragraph (a) above shall promptly notify the Company, the Master Servicer, the Administrative Facility Agent and the related Funding Agent in writing of the event which will give, or has given, rise to the claim, including details of the nature of the Tax due or paid by that Protected Party, following which the Facility Agent shall promptly provide such information to UPC Distribution. (d) A Facility Indemnified Protected Party shall, on receiving a payment from the Company an Obligor under this Section 11.3Clause 10.3, notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Company shall Except as provided below, each Obligor must (within three (3) Business Days after of demand by each Funding Agentthe Purchaser) pay to a Facility Indemnified Party an amount equal to indemnify the loss, Purchaser against any loss or liability or cost which that Facility Indemnified Party the Purchaser determines will be or has been suffered (directly or indirectly) suffered by it for or on account of Tax by that in relation to a Facility Indemnified Party in respect of this Agreement Document or any other Transaction transaction contemplated by a Facility Document. (b) Clause Paragraph (a) shall does not apply: (i) with respect to any Tax assessed on a Facility Indemnified Partythe Purchaser under the laws of the jurisdiction in which: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party Purchaser is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party the Purchaser is treated as resident for tax purposes; or (B) the Purchaser's Facility Office is located in respect of amounts received or receivable in that jurisdiction, or (C) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office the Purchaser has a permanent establishment to which income under this Agreement is located attributed in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income ofreceived or receivable by the Purchaser. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Purchaser, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Section 11.2; or Clause 5.1 (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedTax gross-up). (cd) A Facility Indemnified Party makingIf the Purchaser makes, or intending intends to make make, a claim under clause paragraph (a) above shall above, it must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent each Obligor of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from . The Purchaser shall provide the Company under this Section 11.3, notify the Administrative Agent relevant Obligor with details of such event and shall quantify the related Funding Agentcost of the Obligor.

Tax Indemnity. (a) The Except as provided below, the Company shall (must, within three (3) five Business Days after of demand by each Funding the Facility Agent) pay to , indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) apply with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Section 11.2Subclause 12.2 (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Section 11.2 Subclause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusion exclusions in Section 11.2(g) that Subclause applied. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (de) A Facility Indemnified Finance Party shallmust, on receiving a payment from the Company an Obligor under this Section 11.3, Clause notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Company If a Finance Party is or will be subject to any liability, or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document, then the Borrower shall (within three (3) Business Days after of demand by each Funding the Agent) pay to a Facility Indemnified that Finance Party an amount equal to the loss, liability or cost which that Facility Indemnified Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Party it in respect of this Agreement or any other Transaction a Finance Document. (b) Clause Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Facility Indemnified Finance Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 of, received or is a franchise Tax receivable (but not any sum deemed to be received or a branch profits Tax imposed on, receivable) by that Facility Indemnified Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 11.2Clause 12.2 (Tax gross-up); or (B) would have been compensated for relates to a FATCA Deduction required to be made by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) applieda Party. (c) A Facility Indemnified If a Finance Party makingmakes, or intending intends to make make, a claim under clause paragraph (a) above it shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Borrower of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Without prejudice to Clause 12.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified Party such Finance Party, whether or not actually received or receivable) or if any liability in respect of this Agreement any such payment is asserted, imposed, levied or assessed against any other Transaction DocumentFinance Party, the Borrower shall (within three Business Days of demand by the Agent) indemnify the Finance Party which determined it has suffered 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. (b) Clause Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Facility Indemnified Partyimposed: (A) under the law of by the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposesincorporated; or (B) under the law of by the jurisdiction (or any political subdivision thereof) in which that its Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdictionlocated, if that Tax which is imposed on or calculated by reference to the net income ofactually received or receivable (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or is a franchise Tax receivable by that Finance Party but not actually received or a branch profits Tax imposed on, receivable) by that Facility Indemnified Finance Party; or (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Section 11.2; or Clause 12.2 (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedTax gross-up). (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim, whereupon the Agent shall notify the Borrower. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company an Obligor under this Section 11.3Clause 12.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Without prejudice to Clause 16.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a 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 Agreement or any other Transaction Document. (b) Clause (a) 16.3 shall not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income ofactually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is a franchise Tax or a branch profits incorporated; (ii) any Tax imposed onon and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, that for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Indemnified PartyOffice is located; or (iiiii) any such payment or liability relating to a FATCA Deduction required to be made by a Party. (b) A Finance Party intending to make a claim under paragraph (a) shall notify the Agent of the event giving rise to the extent a lossclaim, liability or cost: (A) is compensated for by an increased payment under Section 11.2; or (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because whereupon the exclusion in Section 11.2(g) appliedAgent shall notify the Borrower thereof. (c) A Facility Indemnified Party making, or intending to make a claim under clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company an Obligor under this Section 11.3Clause 16.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Without prejudice to Clause 11.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a 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 Agreement or any other Transaction Document. (b) Clause (a) 11.3 shall not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income ofactually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Partyincorporated; or (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or cost:receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (Ab) is compensated for by an increased payment A Finance Party intending to make a claim under Section 11.2; or paragraph (Ba) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because shall notify the exclusion in Section 11.2(g) appliedAgent of the event giving rise to the claim, whereupon the Agent shall notify the Borrower thereof. (c) A Facility Indemnified Party making, or intending to make a claim under clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company an Obligor or a Security Provider under this Section Clause 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Without prejudice to Clause 14.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within five (5) Business Days of demand by the Agent, indemnify the Finance Party which determines it has suffered 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 Agreement or any other Transaction Document. (b) Clause (a) 14.3 shall not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income ofactually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually received or receivable) by the jurisdiction in which such Finance Party is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Partyincorporated; or (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or cost: (Areceivable by such Finance Party but not actually received or receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Section 11.2; or (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedlocated. (cb) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim, whereupon the Agent shall notify the Borrower thereof. (dc) A Facility Indemnified Finance Party shall, on receiving a payment from the Company an Obligor under this Section 11.3Clause 14.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Finance Party acting reasonably determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect apply to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes or as having a permanent establishment for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (Ai) is compensated for by an any increased payment under Section 11.2Clause 18.22 (Tax gross-up); or (Bii) would have been compensated for relates to a FATCA Deduction required to be made by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) applieda Party. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) apply with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Section 11.2; orClause 11.1 (Tax gross-up); (Bii) would have been compensated for by an increased payment under Section 11.2 Clause 11.1 (Tax gross-up) but was not so compensated solely because one of the exclusion exclusions in Section 11.2(gthat Clause applied; or (iii) appliedrelates to a FATCA Deduction required to be made by a Party. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall above, must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (de) A Facility Indemnified Finance Party shallmust, on receiving a payment from the Company under this Section 11.3Clause 11, notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Company shall (within three (3) Business Days after demand by each Funding Agent) pay to Except as provided below, the Obligors’ Agent must indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect apply to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposespurposes or has a permanent establishment; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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, gains or profits received or receivable by that Finance Party. However, any payment deemed to be received or receivable, including any amount treated as income ofbut not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent that a loss, liability loss or costliability: (Ai) is compensated for by an increased payment under Section 11.2Clause 14.1(c) (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Section 11.2 Clause 14.1(c) (Tax gross-up) but was not so compensated solely because the an exclusion set out in Section 11.2(gClauses 14.1(d), (f) or (j) (Tax gross-up) applied. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause Clause 14.1(a) (aTax gross-up) above shall must promptly notify the Company, the Master Servicer, the Administrative Obligors’ Agent and the related Funding Agent in reasonable detail of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Without prejudice to Clause ‎12.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a 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 Agreement or any other Transaction Document. (b) Clause (a) ‎12.3 shall not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income ofactually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Partyincorporated; or (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or cost:receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (Ab) is compensated for by an increased payment A Finance Party intending to make a claim under Section 11.2; or (Bparagraph ‎‎(a) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because shall notify the exclusion in Section 11.2(g) appliedAgent of the event giving rise to the claim, whereupon the Agent shall notify the Borrower thereof. (c) A Facility Indemnified Party making, or intending to make a claim under clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company an Obligor under this Section 11.3Clause ‎12.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Without prejudice to Clause 12.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under any of the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Agent, promptly indemnify each 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 Agreement or any other Transaction Document. (b) Clause (a) 12.3 shall not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income ofactually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is a franchise Tax or a branch profits incorporated; (ii) any Tax imposed onon and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, that for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Indemnified PartyOffice is located; or (iiiii) a FATCA Deduction required to the extent be made by a loss, liability or cost:Party. (Ab) is compensated for by an increased payment A Finance Party intending to make a claim under Section 11.2; or paragraph (Ba) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because shall notify the exclusion in Section 11.2(g) appliedAgent of the event giving rise to such claim, whereupon the Agent shall notify the Borrower thereof. (c) A Facility Indemnified Party making, or intending to make a claim under clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company an Obligor under this Section 11.3Clause 12.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Except as provided below, the Owner must (within three (3) Business Days after of demand by each Funding the Facility Agent) pay indemnify a Finance Party by paying to a Facility Indemnified such Finance Party an amount equal to the loss, any loss or liability or cost which that Facility Indemnified Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Indemnified Party Office and is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Partyreceivable for this purpose; or (ii) to the extent a loss, loss or liability or cost: (A) is compensated for by an increased payment under Section 11.2; or Clause 10.1(c) (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedTax gross-up). (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Facility Agent of the event which will give, or has given, rise to the claim. The Facility Agent shall. in turn, notify the Owner. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company Owner under this Section 11.3Clause 10.2, notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified 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 Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) apply with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Section 11.2Clause 11.2 (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Section Clause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusion exclusions in Section 11.2(g) that Clause applied. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (de) A Facility Indemnified Finance Party shallmust, on receiving a payment from the Company under this Section 11.3, Clause notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified 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 Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect to any Tax assessed on a Facility Indemnified Finance Party: (A) under the law laws of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Indemnified Party Office and is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Finance Party's Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Partyreceivable for this purpose; orOr (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 11.2Clause 11.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Section Clause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusion exclusions in Section 11.2(gparagraph (d) of Clause 11.2 (Tax gross-up) applied. (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must indemnify a Facility Indemnified Finance Party an amount equal to the against any loss, liability or cost which that Facility Indemnified Finance Party determines will be suffers, or has been (suffered, directly or indirectly) suffered for or on account of Tax by that Facility Indemnified Finance Party in respect of this Agreement or any other Transaction a Finance Document. (b) Clause Paragraph (a) shall above does not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose; (ii) any Tax arising under, or attributable to the extent implementation or application of, or compliance with, the bank levy imposed by the U.K. Government as set out in the Finance Xxx 0000 as amended from time to time, or any levy or Tax of a losssimilar nature imposed in, liability or cost:by the government of, any jurisdiction, or any other law or regulation which implements such bank levy or any levy or Tax of a similar nature imposed in, or by the government of, any jurisdiction, or any Tax imposed on a Finance Party by virtue of its status as a bank; (Aiii) is any amount compensated for by an increased payment under Section 11.2; or Clause 12.2 (BTax gross up) above, or which would have been compensated for under Clause 12.2 (Tax gross up) above but for an exception to that Clause; or (iv) any loss, liability or cost that relates to a FATCA Deduction required to be made by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) applieda party. (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will givegives, or has given, rise to the claim. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company under this Section 11.3Clause 12.3, notify the Administrative Agent and the related Funding Facility Agent.

Tax Indemnity. (a) The Company shall (within three (3) Business Days after demand by Except as provided below, each Funding Agent) pay to Obligor must indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified 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 Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect apply to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Indemnified Party Office and is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Section 11.2Clause 11.2 (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Section Clause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusion exclusions in Section 11.2(gClause 11.2 (Tax gross-up) applied. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Obligor of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect apply to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident or carrying on business for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or receivable, including any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose. (c) Paragraph (a) above does not apply to any amount compensated for under Subclause 12.2 (Tax gross-up) above, or is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 11.2; or (B) which would have been compensated for by under Subclause 12.2 (Tax gross-up) above but for an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedexception to that Subclause. (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (ab) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (de) A Facility Indemnified Party shallFor the avoidance of doubt, on receiving a payment from the tax indemnity obligation of the Company under this Section 11.3, notify applies also in case of the Administrative Agent and applicability of Clause 12.2(h) regardless of the related Funding Agentfact that a Swiss Obligor is prohibited to make a gross-up payment.

Tax Indemnity. (a) The Company shall Without prejudice to clause 12.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Agent, promptly indemnify the Finance Party which suffers a 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 Agreement or any other Transaction Document. (b) Clause (a) clause 12.3 shall not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or and calculated by reference to the net income ofactually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Partyincorporated; or (ii) any Tax imposed on and calculated by reference to the extent a lossnet income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, liability for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or cost: (Areceivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is compensated for by an increased payment under Section 11.2; or (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedlocated. (cb) A Facility Indemnified Finance Party making, or intending to make a claim under clause (a12.3(a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, giving rise to the claim, whereupon the Agent shall notify the Borrower thereof. (dc) A Facility Indemnified Finance Party shall, on receiving a payment from the Company an Obligor under this Section 11.3clause 12.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Without prejudice to clause 12.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified Party such Finance Party, whether or not actually received or receivable) or if any liability in respect of this Agreement any such payment is asserted, imposed, levied or assessed against any other Transaction DocumentFinance Party, the Borrower shall (within 1 Business Days of demand by the Agent) indemnify the Finance Party which determines it has suffered 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. (b) Clause The Lender(s) shall notify the Borrower of the event by reason of which it is entitled to in accordance with clause 12.3 (a). The Borrower shall: (a) shall not apply:pay when due all Taxes required by law to be deducted or withheld by it from any amounts paid or payable under the Finance Documents; (ib) with respect to any Tax assessed on a Facility Indemnified Party: (A) under the law within 7 days of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party is organized orpayment being made, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Party’s Lending Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference deliver to the net income of, or is a franchise Tax or a branch profits Tax imposed on, that Facility Indemnified Party; or (ii) Lender evidence satisfactory to the extent a loss, liability or cost: Lender (Aincluding all relevant Tax receipts) is compensated for by an increased that the payment under Section 11.2has been duly remitted to the appropriate authority; or (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) applied.and (c) forthwith on demand indemnify the Lender against any loss or liability, which the Lender incurs as a consequence of the non-payment in full or in part, of those taxes. (d) A Facility Indemnified Finance Party making, or intending to make a claim under sub-clause (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent of the event which will give, or has given, rise to the claim, whereupon the Agent shall notify the Borrower. (de) A Facility Indemnified Finance Party shall, on receiving a payment from the Company Borrower under this Section 11.3clause, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Each Borrower shall: (within three (3) Business Days after demand by each Funding Agenti) pay when due all Taxes required by law to a Facility Indemnified Party an amount equal be deducted or withheld by it from any amounts paid or payable to the lossFinance Parties under the Finance Documents; (ii) within 30 calendar days of the payment being made, deliver to the Facility Agent for the relevant Lender evidence satisfactory to that Lender (including all relevant Tax receipts) that the payment has been duly remitted to the appropriate authority; and (iii) except as provided in paragraph (b) below, on demand (which demand shall be accompanied by a certificate from the Finance Party setting out, in reasonable detail, calculations relating to the amount claimed) indemnify each Finance Party against any loss or liability or cost which that Facility Indemnified Finance Party determines will be or has been suffered (directly or indirectly) suffered for or by that Finance Party on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be receivable) under a Finance Document. (b) Clause Paragraph (aa)(iii) shall above does not applyapply to: (i) with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (A) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Partyreceivable for this purpose; or (ii) to any loss or liability for which such Finance Party is otherwise compensated by the extent a loss, liability payment of additional amounts under Clause 14.2 (Tax Gross-up) or cost: (A) is compensated for by an increased payment under Section 11.2; or (B) would have been compensated but for by an increased payment under Section 11.2 but was not so compensated solely because one of the exclusion exceptions referred to in Section 11.2(g) appliedSubclause 14.2(f). (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall (within three (3) Business Days after demand by each Funding Agent) pay to must indemnify a Facility Indemnified Finance Party an amount equal to the loss, against any loss or liability or cost which that Facility Indemnified Finance Party acting reasonably determines will be or has been suffered (directly or indirectly) suffered by that Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) with respect apply to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes or as having a permanent establishment for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by the Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (A) cost is compensated for by an any increased payment under Section 11.2; or Clause 17.21 (B) would have been compensated for by an increased payment under Section 11.2 but was not so compensated solely because the exclusion in Section 11.2(g) appliedTax gross-up). (cd) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Except as provided below, the Company shall must indemnify the Lender (within three (3for the benefit of the Finance Parties) Business Days after demand by each Funding Agent) pay to a Facility Indemnified Party an amount equal to the loss, against any documented loss or liability or cost which that Facility Indemnified Party determines will be or has been suffered (directly or indirectly) suffered by a Finance Party for or on account of Tax by that Facility Indemnified Party in respect of this Agreement relation to a payment received or receivable (or any other Transaction payment deemed to be received or receivable) under a Finance Document. (b) Clause Paragraph (a) shall above does not apply: (i) apply with respect to any Tax assessed on a Facility Indemnified PartyFinance Party under the laws of the jurisdiction in which: (Ai) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (Bii) under the law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 ofreceived or receivable by that Finance Party. However, any payment deemed to be received or is receivable, including any amount treated as income but not actually received by that Finance Party, such as a franchise Tax Deduction, will not be treated as net income received or a branch profits Tax imposed on, that Facility Indemnified Party; orreceivable for this purpose. (iic) Paragraph (a) above does not apply to the extent a loss, liability or cost: (Ai) is compensated for by an increased payment under Section 11.2Clause 11.2 (Tax gross-up); or (Bii) would have been compensated for by an increased payment under Section Clause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusion exclusions in Section 11.2(g) that Clause applied. (cd) A Facility Indemnified If a Finance Party makingmakes, or intending intends to make make, a claim under clause paragraph (a) above shall above, it must promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Agent Company of the event which will give, or has given, rise to the claim. (d) A Facility Indemnified Party shall, on receiving a payment from the Company under this Section 11.3, notify the Administrative Agent and the related Funding Agent.

Tax Indemnity. (a) The Company shall Without prejudice to clause 12.2 (within three (3) Business Days after demand by each Funding Agent) pay Tax gross-up), if any Finance Party is required to a Facility Indemnified Party an amount equal to the loss, liability or cost which that Facility Indemnified Party determines will be or has been (directly or indirectly) suffered for make any payment of or on account of Tax on or in relation to any sum received or receivable under any Finance Document (including any sum deemed for purposes of Tax to be received or receivable by that Facility Indemnified such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any costs and expenses payable or incurred in connection therewith in each case, except to the extent that such costs and expenses contemplated by this Agreement clause arose solely as a result of any negligence or any other Transaction Documentmalfeasance of such Finance Party. (b) Clause Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Facility Indemnified Finance Party: (A) under the law Law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party is organized incorporated or, if different, the jurisdiction (or jurisdictions) in which that Facility Indemnified Finance Party is treated as resident for tax purposes; or (B) under the law Law of the jurisdiction (or any political subdivision thereof) in which that Facility Indemnified Finance Party’s Lending 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 of, received or is a franchise Tax or a branch profits Tax imposed on, receivable by that Facility Indemnified Finance Party; or; (ii) to the extent a loss, liability or cost: (A) cost is compensated for by an increased payment under Section 11.2; clause 12.2 (Tax gross-up) or (Biii) to the extent that such Tax would not have been compensated payable but for by an increased payment under Section 11.2 but was not so compensated solely because such Lender’s failure for any reason to deliver any of the exclusion forms referred to in Section 11.2(g) appliedclause 12.2(f). (c) A Facility Indemnified Finance Party making, or intending to make make, a claim under clause paragraph (a) above shall promptly notify the Company, the Master Servicer, the Administrative Agent and the related Funding Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall promptly notify the Borrower. (d) A Facility Indemnified Finance Party shall, on receiving a payment from the Company Borrower under this Section 11.3clause 12.3 (Tax indemnity), notify the Administrative Agent and the related Funding Facility Agent.