Common use of Tax Indemnity Clause in Contracts

Tax Indemnity. (a) Without prejudice to Clause 9.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lender, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends to make a claim under sub-clause (a), it shall notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 (Tax gross-up), if If the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, shall (within three five (35) Business Days of demand of the Lender, promptly demand) indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 . (b) Paragraph (a) above shall not apply towith respect to any Tax assessed on the Lender: (i) any under the law of the jurisdiction in which the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes; or (ii) under the law of the jurisdiction in which the Lender’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on and or calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, but not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is locatedLender. (bc) If the Lender makes or intends to make a claim under sub-clause paragraph (a)) above, it shall promptly notify the Borrower of the event giving which will give, or has given, rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender 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 the Lenderany Finance Party, the Borrower Borrowers shall, within three (3) 3 Business Days of demand of by the LenderAgent, promptly indemnify the Lender Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender such Finance Party but not actually receivable) by the jurisdiction in which the Lender such Finance Party is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender such Finance Party actually received or receivable by the Lender such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends A Finance Party intending to make a claim under sub-clause paragraph (a), it ) shall notify the Borrower Agent of the event giving rise to the claim, whereupon the Agent shall notify the Borrowers thereof. (c) A Finance Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 9.2 10.1 (Tax grossGross-up), if the Lender Agent or (as a result of the introduction of, or change in or in the interpretation, administration or application of, any law or regulation or order or governmental rule or double taxation agreement or any published practice or concession of any relevant taxing authority after the date hereof) any Bank (a) is required to make any payment of or on account of Tax tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax tax to be received or receivable by the Lender such Finance Party whether or not actually received or receivable) or if (b) has any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lenderit, the Borrower relevant Obligor shall, within three (3) five Business Days of demand of by the LenderAgent, promptly indemnify the Lender Agent or Bank 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 PROVIDED THAT this Clause 9.3 10.2 shall not apply to: (i) 10.2.1 any Tax tax imposed on and calculated by reference to the net income income, profits or gains actually received or receivable by the Lender Agent or such Bank (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax tax to be received or receivable by the Lender Agent or such Bank but not actually receivable) by the jurisdiction in which the Lender Agent or such Bank is incorporatedincorporated or, if different, the jurisdiction (or jurisdictions) in which the Agent or such Bank is treated as resident for tax purposes (but excluding any such tax that would not have arisen but for such Agent or Bank, as the case may be, being treated as a resident in a jurisdiction solely by reason of having entered into this Agreement, performed its obligations or received any payment hereunder or enforced its rights hereunder); or (ii) 10.2.2 any Tax tax imposed on and calculated by reference to the net income income, profits or gains of the Facility Office of the Lender Agent or such Bank actually received or receivable by the Lender Agent or such Bank (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax tax to be received or receivable by the Lender Agent or such Bank but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends to make a claim under sub-clause (a), it shall notify the Borrower of the event giving rise to the claim.; or

Tax Indemnity. (a) Without prejudice to Clause 9.2 11.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the LenderLender (whether such demand is made before or after the discharge of all amounts outstanding in connection with the Finance Documents), promptly indemnify the Lender which suffers a for any loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 11.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or; (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located; or (iii) any loss, liability or cost to the extent it is compensated for by a payment under Clause 11.8 (FATCA Deduction and gross-up by Obligors). (b) If the Lender intends to make a claim under sub-clause paragraph (a), it shall notify the Borrower of the event giving rise to the claim. This provision is intended to survive and remain binding on the Borrower after the discharge of all amounts outstanding in connection with the Finance Documents.

Tax Indemnity. (a) Without prejudice to Clause 9.2 11.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lender, promptly indemnify indemnify, to the maximum extent permitted under all applicable laws, the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 11.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or; (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located.; or (biii) If the Lender intends extent of such payment or liability relates to make a claim under sub-clause (a), it shall notify the Borrower of the event giving rise FATCA Deduction required to the claimbe made by a Party.

Tax Indemnity. (a) Without prejudice to Clause 9.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lenderdemand, promptly indemnify the Lender which suffers a in respect of any loss or liability as a result against of such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 (Tax indemnity) shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or; (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located.; or (biii) If the Lender intends to make a claim under sub-clause (a), it shall notify the Borrower of the event giving rise to the claimextent a loss, liability or cost is compensated for by an increased payment under Clause 9.2 (Tax gross-up) or relates to a FATCA Deduction required to be made by a Party.

Tax Indemnity. (a) Without prejudice to Clause 9.2 8.1 (Tax grossGross-up), if the any Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the such Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the any Lender, the Borrower shall, within three (3) Business Days of demand of by the LenderAgent, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 8.2 shall not apply to: (i) 8.2.1 any Tax imposed on and calculated by reference to the net income actually received or receivable by the such Lender (but, for the avoidance of doubt, but not including any sum deemed for purposes of Tax tax to be received or receivable by the such Lender but not actually received or receivable) by the jurisdiction in which the such Lender is incorporatedincorporated or, if different the jurisdiction (or jurisdictions) in which that Lender is treated as resident for tax purposes; or (ii) 8.2.2 any Tax imposed on and calculated by reference to the net income of the Facility Office of the such Lender actually received or receivable by the such Lender (but, for the avoidance of doubt, but not including any sum deemed for purposes of Tax tax to be received or receivable by the such Lender but not actually received or receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends to make a claim under sub-clause (a), it shall notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 14.3 (Tax grossGross-upUp), if the Lender Company is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents this Deed (including any sum deemed for purposes of Tax to be received or receivable by the Lender Company whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the LenderCompany, the Borrower shallGuarantors will jointly and severally on demand by the Company, within three (3) Business Days of demand of the Lender, promptly indemnify the Lender Company against any loss, liability, cost or expense which suffers a loss may be suffered or liability incurred by the Company as a result against of such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 14.4 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income or revenue actually received or receivable by the Lender Company (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender Company but not actually receivable) or the property or franchise of the Company by the jurisdiction in which the Lender Company is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender Company actually received or receivable by the Lender Company (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender Company but not actually receivable) or the property or franchise of the Company by the jurisdiction in which its Facility Office the Company is located. (b) If the Lender Company intends to make a claim under sub-clause paragraph (a)) above, it shall will notify the Borrower of the event giving rise to the claimrelevant Guarantor thereof.

Tax Indemnity. (a) Without prejudice to Clause 9.2 13.2 (Tax gross-up), if the Lender any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender 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 the Lenderany Finance Party, the Borrower Primary Obligors shall, within three five (35) Business Days of demand of the LenderFacility Agent, promptly indemnify the Lender Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 13.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender such Finance Party but not actually receivable) by the jurisdiction in which the Lender such Finance Party is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender such Finance Party actually received or receivable by the Lender such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends A Finance Party intending to make a claim under sub-clause paragraph (a), it ) shall promptly notify the Borrower Facility Agent of the event giving rise to the claim, whereupon the Facility Agent shall notify the relevant Primary Obligors. (c) A Finance Party shall, on receiving a payment from a Primary Obligor under this Clause 13.3, notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender 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 the Lenderany Finance Party, the Borrower shall, within three (3) Business Days of demand of the LenderAgent, promptly indemnify the Lender Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 shall not apply to: (ib) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender such Finance Party but not actually receivable) by the jurisdiction in which the Lender such Finance Party is incorporated; or (iic) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender such Finance Party actually received or receivable by the Lender such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (bd) If the Lender intends A Finance Party intending to make a claim under sub-clause paragraph (a), it ) shall notify the Borrower Agent of the event giving rise to the claim, whereupon the Agent shall notify the Borrower thereof. (e) A Finance Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

Tax Indemnity. (a) Without prejudice to Clause 9.2 11.1 (Tax grossGross-up), if the Lender Agent or (as a result of the introduction of, or change in or in the interpretation, administration or application of, any law or regulation or order or governmental rule or double taxation agreement or any published practice or concession of any relevant taxing authority after the date hereof) any Bank (a) is required to make any payment of or on account of Tax tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax tax to be received or receivable by the Lender such Finance Party whether or not actually received or receivable) or if (b) has any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lenderit, the Borrower relevant Obligor shall, within three (3) five Business Days of demand of by the LenderAgent, promptly indemnify the Lender Agent or Bank 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 PROVIDED THAT this Clause 9.3 11.2 shall not apply to: (i) 11.2.1 any Tax tax imposed on and calculated by reference to the net income income, profits or gains actually received or receivable by the Lender Agent or such Bank (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax tax to be received or receivable by the Lender Agent or such Bank but not actually receivable) by the jurisdiction in which the Lender Agent or such Bank is incorporatedincorporated or, if different, the jurisdiction (or jurisdictions) in which the Agent or such Bank is treated as resident for tax purposes; or (ii) 11.2.2 any Tax tax imposed on and calculated by reference to the net income income, profits or gains of the Facility Office of the Lender Agent or such Bank actually received or receivable by the Lender Agent or such Bank (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax tax to be received or receivable by the Lender Agent or such Bank but not actually receivable) by the jurisdiction in which its Facility Office is located.; or (b) If 11.2.3 any tax imposed on the Lender intends Agent, as a result of the failure by a Bank to make satisfy on the due date of a claim under payment of interest either of the conditions set out in sub-clause (a), it shall notify the Borrower of the event giving rise to the claimclauses 11.3.1 and 11.

Tax Indemnity. (a) Without prejudice to Clause 9.2 clause 8.1 (Tax grossGross-up), if the any Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the such Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the any Lender, the Borrower shall, within three (3) Business Days of demand of by the LenderAgent, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 clause 8.2 shall not apply to: (ia) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (buthowever described), for the avoidance of doubtfranchise taxes, and branch profits taxes (but in each case not including any sum tax on sums deemed for purposes of Tax tax to be received or receivable by the such Lender but not actually received or receivable) in each case imposed by the jurisdiction in which the such Lender is incorporated; incorporated or, if different the jurisdiction (or jurisdictions) in which that Lender is treated as resident for tax purposes; (iib) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (buthowever described), for the avoidance of doubtfranchise taxes, and branch profits taxes (but in each case not including any sum tax on sums deemed for purposes of Tax tax to be received or receivable by the such Lender but not actually received or receivable) in each case imposed by the jurisdiction in which its such Lender’s Facility Office is located.; or (c) any loss or liability to the extent it is compensated for by clause 8.1 (Tax Gross-up), clause 8.5 (FATCA Deduction and gross-up by Borrower) or paragraph (b) If the Lender intends to make a claim under sub-of clause 8.6 (aFATCA Deduction by Finance Party), it shall notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the each Borrower shall, within three (3) Business Days of demand of the Lender, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 shall not apply to: (i) to any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends obtains fund from outside Thailand and is required by law to make any deduction or withholding from interest and fees which are payable to its source of funds, the Borrowers shall reimburse the Lender an amount certified by the Lender to be equal to such amount the Lender is required to pay or had paid to the relevant governmental agency so that it source of fund receives the full amount of interest and fees which it would have received if no such deduction or withholding had been made. (c) The Lender intending to make a claim under sub-clause paragraph (a), it ) and (b) shall notify the Borrower Borrowers of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days business days of demand of the Lender, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liabilityLender, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 (Tax indemnity) shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office office or offices of the Lender through which the Lender will perform its obligations under this Agreement actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is such office or offices the Lender is/are located. (b) If the The Lender intends intending to make a claim under sub-clause paragraph (a), it ) shall notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lender, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or; (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located; (iii) any Tax relating to a FATCA Deduction required to be made by a Party. (b) If the Lender intends to make a claim under sub-clause paragraph (a), ) it shall notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 11.2 (Tax gross-up), if the Lender 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 (Documents, including any sum deemed for purposes of Tax to be received or receivable by the Lender Lender, (whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, shall (within three five (35) Business Days of demand of by the Lender, promptly ) indemnify the Lender which suffers a loss or liability as a result against such payment or liability, liability together with any interest, penalties, costs and expenses payable or incurred in connection therewith. For the avoidance of doubt, provided that this Clause 9.3 11.3 (a) shall apply to any Tax imposed on the Lender in respect of interest accrued on all or any part of its participation in a Loan assigned or transferred by it other than on the last day of an Interest Period relating thereto (including any such Tax liability attaching to that part of the consideration received or receivable by the Lender in connection with that assignment or transfer which is attributable to accrued interest) to the extent that the Borrower would have been obligated to make an increased payment in respect of such Tax under Clause 11.2(a), had such Tax been collected by means of deduction or withholding. (b) Clause 11.3 (a) shall not apply toapply: (i) with respect to any Tax imposed in respect of payments by the Borrower to the Lender, by the jurisdiction of incorporation or location of the Facility Office of the Lender, by any other jurisdiction in which the Lender is treated as a resident for tax purposes, or by reason of any connection between the Lender and any other jurisdiction other than any such connection resulting from the execution, entry into, delivery of, performance under, exercise of any rights under, or enforcement of any Finance Document if, in each case, that Tax is, (A) imposed on and or calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by the Lender but not actually received or receivable) by the jurisdiction Lender; or (B) a franchise tax (or similar tax) imposed on the Lender, in which addition to, or as a substitute for, any net income tax that would be excluded from indemnification by this Clause 11.3(b); or (C) the Tax arises due to the failure or delay of the Lender to make any filings of tax returns. (ii) to the extent a loss, liability or cost is incorporatedcompensated for by an increased payment under Clause 11.2 (Tax gross-up) or would have been so compensated but for the proviso in Clause 11.2 (a); or (iiiii) with respect to any Tax imposed on and calculated by reference that is attributable to the net income of the Facility Office of the Lender actually received or receivable wilful breach by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received law or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is locatedregulation. (bc) If the Lender makes or intends to make make, a claim under sub-clause Clause 11.3 (a)) above, it the Lender shall promptly notify the Borrower Facility Agent of the event giving which will give, or has given, rise to the claim, and the Facility Agent will in turn notify the Borrower.

Tax Indemnity. (a) Without prejudice to Clause 9.2 (Tax gross-up)Except as provided below, if the Company must indemnify the Lender is required to make against any payment of loss or liability or cost which the Lender determines will be or has been suffered (directly or indirectly) by the Lender for or on account of Tax on or in relation to any sum a payment received or receivable under the Finance Documents (including or any sum payment deemed for purposes of Tax to be received or receivable by receivable) under a Finance Document. (b) Paragraph (a) above does not apply with respect to any Tax assessed on the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against under the Lender, the Borrower shall, within three (3) Business Days of demand laws of the Lender, promptly indemnify the Lender 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 jurisdiction in connection therewith, provided that this Clause 9.3 shall not apply towhich: (i) any the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Lender is treated as resident for tax purposes; or (ii) the Lender’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on and or calculated by reference to the net income actually received or receivable by the Lender (butLender. However, for the avoidance of doubt, not including any sum payment deemed for purposes of Tax to be received or receivable by the Lender receivable, including any amount treated as income but not actually receivable) received by the jurisdiction in which Lender, 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 the Lender extent a loss, liability or cost: (i) is incorporatedcompensated for by an increased payment under Clause 11.2 (Tax gross-up); or (ii) any would have been compensated for by an increased payment under Clause 11.2 (Tax imposed on and calculated by reference to the net income gross-up) but was not compensated solely because one of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction exclusions in which its Facility Office is locatedthat Clause applied. (bd) If the Lender makes or intends to make a claim under sub-clause paragraph (a), ) above it shall must promptly notify the Borrower Company of the event giving which will give, or has given, rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lender, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the The Lender intends intending to make a claim under sub-clause paragraph (a), it ) shall notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lender, promptly indemnify the Lender which suffers a loss or liability as a result against any such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the The Lender intends to make a claim under sub-clause (a), it shall notify the Borrower of the event giving rise to the claimany claim under this Clause 12.3.

Tax Indemnity. (a) Without prejudice to Clause 9.2 11.2 (Tax grossGross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) five Business Days of demand of the Lenderdemand, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 11.3 (Tax Indemnity) shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or; (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located; or (iii) a FATCA Deduction required to be made by a Party. (b) If the Lender intends to make The Lender, upon making a claim under sub-clause paragraph (a)) above, it shall notify the Borrower in writing of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, shall (within three (3) Business Banking Days of demand of the Lender, promptly demand) indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 . (b) Paragraph (a) above shall not apply towith respect to any of the following Tax assessed on the Lender: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located. (bc) If the Lender makes or intends to make a claim under sub-clause paragraph (a)) above, it shall promptly notify the Borrower of the event giving which will give, or has given, rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 ‎12.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lender, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 ‎12.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the The Lender intends intending to make a claim under sub-clause (a), it paragraph ‎(a) shall notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender 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 the Lenderany Finance Party, the Borrower shall, within three (3) Business Days business days of demand of the LenderFacility Agent, promptly indemnify the Lender Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 (Tax indemnity) shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender such Finance Party but not actually receivable) by the jurisdiction in which the Lender such Finance Party is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender such Finance Party actually received or receivable by the Lender such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends A Finance Party intending to make a claim under sub-clause paragraph (a), it ) shall notify the Borrower Facility Agent of the event giving rise to the claim, whereupon the Facility Agent shall notify the Borrower thereof. (c) A Finance Party shall, on receiving a payment from the Borrower under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 9.2 10.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lender, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liabilityLender, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 10.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or; (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located; or (iii) a FATCA Deduction required to be made by a Party. (b) If the Lender intends to make a claim under sub-clause paragraph (a)) above, it shall notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lender, promptly indemnify the Lender which suffers a loss against any loss, liability, cost or liability expense suffered or incurred by the Lender as a result against of such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 shall not apply to: (iA) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; (B) any Tax imposed on and calculated by reference to the net income of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporatedlocated; or (iiC) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax a FATCA Deduction required to be received or receivable made by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is locateda Party. (b) If the Lender intends to make a claim under sub-clause (a), it shall notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 9.1 (Tax grossGross-up), if the any Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the such Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the any Lender, the Borrower shall, within three (3) Business Days of upon demand of the LenderAgent, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 9.2 shall not apply to: (i) 9.2.1 any Tax imposed on and calculated by reference to the net income actually received or receivable by the such Lender (but, for the avoidance of doubt, but not including any sum deemed for purposes of Tax tax to be received or receivable by the such Lender but not actually received or receivable) by the jurisdiction in which the such Lender is incorporated; or (ii) 9.2.2 any Tax imposed on and calculated by reference to the net income of the Facility Office of the such Lender actually received or receivable by the such Lender (but, for the avoidance of doubt, but not including any sum deemed for purposes of Tax tax to be received or receivable by the such Lender but not actually received or receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends to make a claim under sub-clause (a), it shall notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 11.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand of the Lender, promptly indemnify the Lender which suffers a for any loss or liability it suffers as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 11.3 (Tax indemnity) shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends to make a claim under sub-clause paragraph (a), ) it shall promptly notify the Borrower of the event giving rise to the claim.

Tax Indemnity. (a) Without prejudice to Clause 9.2 11.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) five Business Days of demand of the Lender, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 11.3 shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends to make a claim under sub-clause paragraph (a)) above, it shall notify the Borrower of the event giving rise to the claim. (c) This Clause 11.3 (Tax indemnity) shall survive after the date of full repayment of all sums owing by the Borrower under the Facility and the date on which this Agreement is terminated, until the end of the limitation period applicable to claims in respect of amounts paid or payable under this Agreement by the relevant tax authorities

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender 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 the Lenderany Finance Party, the Borrower shall, within three (3) Business Days business days of demand of the LenderFacility Agent, promptly indemnify the Lender Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 (Tax indemnity) shall not apply to: (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender such Finance Party but not actually receivable) by the jurisdiction in which the Lender such Finance Party is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender such Finance Party actually received or receivable by the Lender such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located. (b) If the Lender intends A Finance Party intending to make a claim under sub-clause paragraph (a), it ) shall notify the Borrower Facility Agent of the event giving rise to the claim, whereupon the Facility Agent shall notify the Borrower thereof. (c) A Finance Party shall, on receiving a payment from the Borrower under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

Tax Indemnity. (a) Without prejudice to Clause 9.2 12.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days business days of demand of the Lender, promptly indemnify the Lender which suffers a loss or liability as a result against such payment or liabilityLender, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 12.3 (Tax indemnity) shall not apply to:: HRBN - Term Loan Facility Agreement (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated; or (ii) any Tax imposed on and calculated by reference to the net income of the Facility Office office or offices of the Lender through which the Lender will perform its obligations under this Agreement actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is such office or offices the Lender is/are located. (b) If the The Lender intends intending to make a claim under sub-clause paragraph (a), it ) shall notify the Borrower of the event giving rise to the claim.