Common use of Sales Taxes Clause in Contracts

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (“Sales Taxes”) in connection with or arising from the Work, (b) Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor to perform its obligations hereunder, then Contractor shall reimburse Owner, at Contractor’s expense, for the reasonable costs incurred by Owner in seeking a refund of such Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales and use of Merchandise, as indicated on Merchant’s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable to any taxing authority having jurisdiction (collectively, “Sales Taxes”) in connection with or arising from shall be added to the Worksales price of Merchandise and collected by Agent, (b) on Merchant’s behalf, at the time of sale. All Sales Taxes on items incorporated shall be deposited into a segregated account designated by Merchant and Agent solely for the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect deposit of such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Sales Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for “Sales Taxes in connection with or related to Account”). Merchant shall prepare and file all applicable reports and documents required by the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner applicable taxing authorities, and are paid by Contractor. Such reimbursement Merchant shall be made only upon the furnishing of reasonable documentation establishing that such promptly pay all Sales Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for from the Sales Taxes as provided Account. Merchant will be given access to the computation of gross receipts for verification of all such tax collections. Provided that Agent performs its responsibilities in accordance with this Section 3.4.2 8.3, Merchant shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for Agent from and against any Taxesand all costs, interestincluding, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Agent sustains or other costs that arise from incurs as a result or consequence of the failure of Contractor by Merchant to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from promptly pay such taxes to the proper taxing authorities and/or the failure of Contractor by Merchant to allow Sales Tax audits or to comply promptly file with any other requirements of the state and local such taxing authorities in connection all reports and other documents required, by applicable law, to be filed with the Workor delivered to such taxing authorities. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant If Agent fails to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed perform its responsibilities in accordance with this Section 3.4 for its payment of all such Sales Taxes; provided8.3, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as and provided in Appendix L or any other failure by Contractor to perform Merchant complies with its obligations hereunder, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs, at Contractor’s expenseincluding, for but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate and/or the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

Sales Taxes. Contractor shall be responsible for During the administration Sale Term, all sales, excise, gross receipts, and timely paymentother taxes attributable to sales of Merchandise (other than taxes on income) payable to any taxing authority having jurisdiction (collectively, with reimbursement therefor as provided in this Agreement, of all (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (the “Sales Taxes”) shall be added to the sale price of Merchandise and collected by the Agent, on the Merchant’s behalf, at the time of sale. Notwithstanding anything in connection with this Agreement or arising from the WorkAPA to the contrary, (b) the Merchant shall collect and be entitled to maintain any sales tax disbursement fees. All Sales Taxes on items incorporated into shall be deposited as instructed by the Work or imposed by Applicable Legal Requirements upon Owner Merchant. Provided that the Agent has collected all Sales Taxes during the Sale and for which Contractor has remitted the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except proceeds thereof to the extent similar to those set forth in Section 2.2.9.2) imposed Merchant, the Merchant shall prepare and file all applicable reports and documents required by non-U.S. Governmental Authorities, duties the applicable taxing authorities and fees of any kind, in each case that are properly payable in connection with or arising from the performance of Merchant shall promptly pay when due all Sales Taxes. The Merchant and the Work Agent will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related agree to the Work computation of gross receipts for verification of all such tax collections. Provided that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement Agent performs its responsibilities in accordance with this Section 8.3, the Merchant shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for the Agent, and its officers, directors, shareholders and agents from and against any Taxesand all costs, interestincluding, but not limited to, reasonable attorneys’ fees, assessments, fines, or penalties which the Agent sustains or other costs that arise from incurs as a result or consequence of the failure of Contractor by the Merchant to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from promptly pay when due such taxes to the proper taxing authorities and/or the failure of Contractor by the Merchant to allow Sales Tax audits or to comply promptly file when due with any other requirements of the state and local such taxing authorities in connection all reports and other documents required, by applicable law, to be filed with or delivered to such taxing authorities. If the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant Agent fails to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed perform its responsibilities in accordance with this Section 3.4 for its payment of all such Sales Taxes; provided8.3, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as and provided in Appendix L or any other failure by Contractor to perform the Merchant complies with its obligations hereunder, then Contractor the Agent shall reimburse Ownerindemnify and hold harmless Merchant, at Contractor’s expenseand its officers, for directors, and agents from and against any and all costs including, but not limited to, reasonable attorneys’ fees, assessments, fines, or penalties which the reasonable costs incurred Merchant sustains or incurs as a result or consequence of the failure by Owner in seeking a refund of such the Agent to collect Sales Taxes from appropriate and/or, the failure by the Agent to promptly deliver any and all reports and other documents required to enable the Merchant to file any requisite returns with such taxing authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

Sales Taxes. Contractor shall be responsible for During the administration Sale Term, all sales, excise, gross receipts and timely payment, with reimbursement therefor other taxes attributable to sales of Merchandise as provided in this Agreement, indicated on Merchant's point of all sale equipment (aother than taxes on income) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (“Sales Taxes”) in connection with or arising from the Work, (b) Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing authority having jurisdiction for Contractor’s failure (collectively, "Sales Taxes") shall be added to properly pay such Taxes. Contractor agrees to indemnify the sales price of Merchandise and hold Owner harmless for any Taxescollected by Agent, intereston Merchant's behalf, penalties and shall deposited into Merchant's existing accounts, trust accounts or other costs accounts, as designated from time to time by Merchant. Provided that arise from the failure of Contractor to remit or timely remit Agent has collected all Sales Taxes as during the Sale and remitted the proceeds thereof to Merchant, Merchant shall promptly pay all Sales Taxes and file all applicable reports and documents required by Applicable Legal Requirements and this Agreement or arising from the failure applicable taxing authorities. Merchant will be given access to the computation of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed gross receipts for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment verification of all such Sales Taxes; providedTax collections. Provided Agent performs its responsibilities in accordance with this Section 7.3, howeverMerchant shall indemnify and hold harmless Agent from and against any and all costs, that if Sales Taxes (for including, but not limited to, reasonable attorneys' fees, assessments, fines or penalties which an exemption would have otherwise applied) are paid on Agent sustains or incurs as a purchase identified result or consequence of the failure by Owner as tax benefit-qualified because of Contractor’s Merchant to promptly pay such taxes to the proper taxing authorities and/or the failure by Merchant to furnish or cause promptly file with such taxing authorities all reports and other documents required, by applicable law, to be furnished properly completed Sales Tax certificates as provided in Appendix L filed with or any other failure by Contractor delivered to such taxing authorities. If Agent fails to perform its responsibilities in accordance with this Section 7.3, and provided Merchant complies with its obligations hereunderin accordance with this Section 7.3, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs including, at Contractor’s expensebut not limited to, for reasonable attorneys' fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate and/or, to the extent Agent is required hereunder to prepare reports and other documents, the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities. With respect To secure Agent's obligations to collect Sales Taxes for Merchandise sold during the Sale Term, on the first business day after the Sale Commencement Date, Agent shall deliver to Merchant an irrevocable and unconditional standby letter of credit (the "Sales Tax L/C") in an original face amount equal to Three Million and 0/100 Dollars ($3,000,000.00), naming Merchant as the beneficiary, and conforming to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions requirements of Sales Tax exemption and rebate programs.the Expense L/C.

Sales Taxes. Contractor During the Sale Term, all Sales Taxes shall be responsible for added to the administration sales price of Merchandise and timely paymentcollected by Agent, with reimbursement therefor on Merchant’s behalf, and be immediately deposited in Merchant’s existing accounts, trust accounts, or other accounts, as provided in this Agreementdesignated by Merchant. With Agent’s cooperation, of Merchant shall promptly pay all (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (“Sales Taxes”) in connection with or arising from the Work, (b) Sales Taxes on items incorporated into and file all applicable reports and documents required by the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value addedapplicable taxing authorities. Provided Agent performs its responsibilities in accordance with this Section 8.3, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner Merchant shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for Agent from and against any Taxesand all costs, interestincluding, but not limited to, reasonable attorneys’ fees, assessments, fines, or penalties which Agent sustains or other costs that arise from incurs as a result or consequence of the failure of Contractor by Merchant to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from promptly pay such taxes to the proper taxing authorities and/or the failure of Contractor by Merchant to allow Sales Tax audits or to comply promptly file with any other requirements of the state and local such taxing authorities in connection all reports and other documents required, by applicable law, to be filed with the Workor delivered to such taxing authorities. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant If Agent fails to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed perform its responsibilities in accordance with this Section 3.4 for its payment of all such Sales Taxes; provided8.3, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as and provided in Appendix L or any other failure by Contractor to perform Merchant complies with its obligations hereunder, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs, at Contractor’s expenseincluding, for but not limited to, reasonable attorneys’ fees, assessments, fines, or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualifiedand/or, Contractor shall furnish to the appropriate extent Agent is required hereunder to prepare reports and other documents, the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programsauthorities.

Sales Taxes. Contractor shall be responsible for During the administration Sale Term, all sales, excise, gross receipts and timely paymentother taxes attributable to sales of Merchandise as indicated on Merchant’s point of sale equipment (other than taxes on income) payable to any taxing authority having jurisdiction (collectively, with reimbursement therefor as provided in this Agreement, of all (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (“Sales Taxes”) in connection with shall be added to the sales price of Merchandise and collected by Agent, on Merchant’s behalf, and deposited into Merchant’s existing accounts, trust accounts or arising from the Workother accounts, (b) Sales Taxes on items incorporated into the Work or imposed as designated by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value addedMerchant; provided, excise taxes and import duties further, that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by nonthe Merchandise is sold on a tax-U.S. Governmental Authoritiesexempt basis, duties and fees of any kinde.g., in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner sold on a wholesale basis, Agent shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Componentcomplete all applicable forms, including, without limitation, resale certificates, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment provide all completed forms to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities Merchant in connection with the WorkFinal Reconciliation. In circumstances where a Provided that Agent has collected all Sales Tax is imposed Taxes during the Sale and remitted the proceeds thereof to Merchant, Merchant shall promptly pay all Sales Taxes and file all applicable reports and documents required by the applicable taxing authorities. Merchant will be given access to the computation of gross receipts for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment verification of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor collections. If Agent fails to perform its responsibilities in accordance with this Section 9.4, and provided Merchant complies with its obligations hereunderin accordance with this Section 9.4, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs including, at Contractor’s expensebut not limited to, for reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualifiedand/or, Contractor shall furnish to the appropriate extent Agent is required hereunder to prepare reports and other documents, the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programsauthorities.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales of Merchandise and use Inventory under Open Purchase Orders, as indicated on Merchant’s and/or Buyer’s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable to any taxing authority having jurisdiction (collectively, “Sales Taxes”) in connection with or arising from shall be added to the Worksales price of Merchandise and Inventory under Open Purchase Orders and collected by Agent, (b) on Merchant’s and Buyer’s behalf, at the time of sale. All Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement deposited into a segregated account designated by Merchant, Buyer, and Agent solely for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor to perform its obligations hereunder, then Contractor shall reimburse Owner, at Contractor’s expense, for the reasonable costs incurred by Owner in seeking a refund deposit of such Sales Taxes (the “Sales Taxes Account”). For the avoidance of doubt, Merchant will have payment authority on the Sales Tax Account from appropriate authorities. With inception until Merchant no longer has any obligation with respect to the payment of Sales Taxes hereunder, and Buyer will have payment authority on the Sales Taxes Account after the Closing Date. Merchant shall prepare and file all purchases identified applicable reports and documents required by Owner as tax benefit-qualified, Contractor shall furnish the applicable taxing authorities with respect to Sales Taxes incurred prior to the appropriate Closing, and Merchant shall promptly pay all such Sales Taxes from the Sales Taxes Account. Buyer shall prepare and file all applicable reports and documents required by the applicable taxing authorities with respect to Sales Taxes incurred after the Closing, and Buyer shall promptly pay all such Sales Taxes from the Sales Taxes Account. Merchant and Buyer will be given access to the computation of gross receipts for verification of all such tax collections. Provided that Agent performs its responsibilities in accordance with this Section 8.3, Agent shall have no further obligation to the Merchant, the Buyer, any taxing authority, or any other party, and Merchant and Buyer, as applicable, shall each indemnify and hold harmless Agent from and against any and all costs, including, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Agent sustains or incurs as a result or consequence of the failure by such party to promptly pay such Sales Taxes to the proper taxing authorities and/or the failure by such party to promptly file with such taxing authorities all reports and other documents required information by applicable law to be filed with or delivered to such taxing authorities. If Agent fails to perform its responsibilities in accordance with this Section 8.3, and reports in connection provided Merchant and/or Buyer, as applicable, comply with their obligations hereunder, Agent shall indemnify and hold harmless Merchant and/or Buyer, as applicable, from and against any and all Contractor Taxes and Sales Taxes. Contractor shall furnish costs, including, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant and/or Buyer, as applicable, sustains or incurs as a result or consequence of the failure by Agent to Owner all required information and reports in connection with all collect Sales Taxes and/or the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant and/or Buyer, as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Ownerapplicable, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass file any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programsrequisite returns with such taxing authorities.

Sales Taxes. Contractor shall be responsible for During the administration Sale Term, all sales, excise, gross receipts and timely paymentother taxes attributable to sales of Merchandise as indicated on Merchant’s point of sale equipment (other than taxes on income, with reimbursement therefor as provided in this Agreementbut specifically including, of all without limitation, gross receipts taxes) payable to any taxing authority having jurisdiction (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (collectively, “Sales Taxes”) shall be added to the sales price of Merchandise and collected on Merchant’s behalf, and provided to Merchant on no less than a bi-weekly basis for deposit in connection with Merchant’s existing accounts, trust accounts or arising from the Workother accounts, (b) as designated by Merchant. Provided that Agent has collected all Sales Taxes on items incorporated into during the Work or imposed by Applicable Legal Requirements upon Owner Sale and for which Contractor has remitted the responsibility proceeds thereof to collect such Tax from Owner and (c) value addedMerchant, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner Merchant shall reimburse Contractor for promptly pay all Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, file all applicable reports and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as documents required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local applicable taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment of all such Sales Taxesauthorities; provided, however, notwithstanding anything to the contrary herein, in the event that if Agent uses any system other than Merchant’s point of sale system to compute Sales Taxes relating to the Sale, Agent shall reimburse Merchant for any additional Sales Taxes, interest, fines, penalties, and the like payable to any taxing authority as the result of a Sales Tax audit conducted by or on behalf of such authority which discloses that the Sales Taxes collected by Agent and paid over to Merchant for any period during the Sale were less than those mandated by applicable law (any such additional Sales Taxes and other amounts are collectively referred to herein as “Additional Taxes and Penalties”). Merchant will be given access to the computation of gross receipts for verification of all such Sales Tax collections. Provided Agent performs its responsibilities in accordance with this Section 8.3, Merchant shall indemnify and hold harmless Agent from and against any and all costs, including, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which an exemption would have otherwise applied) are paid on Agent sustains or incurs as a purchase identified result or consequence of the failure by Owner as tax benefit-qualified because of Contractor’s Merchant to promptly pay such taxes to the proper taxing authorities and/or the failure by Merchant to furnish or cause promptly file with such taxing authorities all reports and other documents required, by applicable law, to be furnished properly completed filed with or delivered to such taxing authorities. Agent shall add Sales Tax certificates as provided in Appendix L to the sales price of Additional Merchandise and Agent shall collect Sales taxes attributable to the sales of Additional Merchandise and deposit such amounts into existing accounts, trust accounts or any other failure accounts designated by Contractor to perform its obligations hereunder, then Contractor shall reimburse Owner, at Contractor’s expenseAgent, for the reasonable costs incurred remittance by Owner in seeking a refund Merchant, on behalf of such Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualifiedAgent, Contractor shall furnish to the appropriate taxing authorities authority. If Agent fails to perform its responsibilities in accordance with this Section 8.3, and provided Merchant complies with its obligations in accordance with this Section 8.3, Agent shall indemnify and hold harmless Merchant from and against any and all required information and reports in connection with all Contractor Taxes and costs including, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the failure by Agent to collect Sales Taxes. Contractor shall furnish , remit to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s)Merchant, in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) and/or, to the relevant Governmental Authorities. From time extent Agent is required hereunder to time prepare reports and within 30 days of a request thereforother documents, Contractor shall provide Owner the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programssuch taxing authorities.

Sales Taxes. Contractor shall be responsible for During the administration Sale Term, all sales, excise, gross receipts and timely paymentother taxes attributable to sales of Merchandise (other than taxes on income) payable to any taxing authority having jurisdiction (collectively, with reimbursement therefor as provided in this Agreement, of all (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (“Sales Taxes”) in connection with shall be added to the sales price of Merchandise and collected by Agent at the time of sale, on Merchant’s behalf, and deposited into Merchant’s existing accounts, trust accounts or arising from the Workother accounts, (b) as designated by Merchant. Provided that Agent has collected all Sales Taxes on items incorporated into during the Work or imposed Sale and remitted the proceeds thereof to Merchant, Merchant shall promptly pay when due all Sales Taxes and file all applicable reports and documents required by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Workapplicable taxing authorities. All other Taxes (except Merchant will be given access to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees computation of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor gross receipts for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment verification of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor collections.If Agent fails to perform its responsibilities in accordance with this Section 8.3, and provided Merchant complies with its obligations hereunderin accordance with this Section 8.3, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant, at Contractor’s expenseand its officers, for directors and agents from and against any and all costs including, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant, its officers, directors or agents, sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualifiedand/or, Contractor shall furnish to the appropriate extent Agent is required hereunder to prepare reports and other documents, the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programsauthorities.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales of Merchandise and use Additional Agent Merchandise, as indicated on Merchant’s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable to any taxing authority having jurisdiction (collectively, “Sales Taxes”) in connection with or arising from shall be added to the Worksales price of Merchandise and Additional Agent Merchandise and collected by Agent, (b) on Merchant’s behalf, at the time of sale. All Sales Taxes on items incorporated shall be deposited into a segregated account designated by Merchant and Agent solely for the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect deposit of such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Sales Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for “Sales Taxes in connection with or related to Account”). Merchant shall prepare and file all applicable reports and documents required by the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner applicable taxing authorities, and are paid by Contractor. Such reimbursement Merchant shall be made only upon the furnishing of reasonable documentation establishing that such promptly pay all Sales Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for from the Sales Taxes as provided Account. Merchant will be given access to the computation of gross receipts for verification of all such tax collections. Provided that Agent performs its responsibilities in accordance with this Section 3.4.2 8.3, Agent shall be part of the Reimbursable Componenthave no further obligation to Merchant, any taxing authority, or any other party, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work Merchant shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for Agent from and against any Taxesand all costs, interestincluding, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Agent sustains or other costs that arise from incurs as a result or consequence of the failure of Contractor by Merchant to remit or timely remit Sales Taxes as promptly pay such taxes to the proper taxing authorities and/or the failure by Merchant to promptly file with such taxing authorities all reports and other documents required by Applicable Legal Requirements and this Agreement applicable law to be filed with or arising from the failure of Contractor delivered to allow Sales Tax audits or such taxing authorities. If Agent fails to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed perform its responsibilities in accordance with this Section 3.4 for its payment of all such Sales Taxes; provided8.3, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as and provided in Appendix L or any other failure by Contractor to perform Merchant complies with its obligations hereunder, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs, at Contractor’s expenseincluding, for but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate and/or the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales of Merchandise, Books in Storage, Additional Agent Merchandise, sales of News Stand Inventory and use Café/Candy Inventory and Agent Sale FF&E, as indicated on Merchant’s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable to any taxing authority having jurisdiction (collectively, “Sales Taxes”) in connection with or arising from shall be added to the Worksales price of such items and collected by Agent, (b) on Merchant’s behalf, at the time of sale. All Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement deposited into a segregated account designated by Merchant and Agent solely for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor to perform its obligations hereunder, then Contractor shall reimburse Owner, at Contractor’s expense, for the reasonable costs incurred by Owner in seeking a refund deposit of such Sales Taxes from appropriate authorities(the “Sales Taxes Account”). With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with Provided that Agent has collected all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner during the Sale and remitted the proceeds thereof to Contractor. Contractor Merchant, Merchant shall provide assistance as reasonably requested prepare and file all applicable reports and documents required by Owner or its tax consultant(s)the applicable taxing authorities, in confirming eligibility and qualification for exemptions from Merchant shall promptly pay all Sales Taxes (and any other tax exemptions) from the Sales Taxes Account. Merchant will be given access to the relevant Governmental Authoritiescomputation of gross receipts for verification of all such tax collections. From time If Agent fails to time perform its responsibilities in accordance with this Section 8.3, Agent shall indemnify and within 30 days of hold harmless Merchant from and against any and all costs, including, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements result or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation consequence of the failure by Agent to collect and/or remit Sales Tax certificates set forth in Appendix L for purchases identified Taxes and/or the failure by Owner, subject Agent to certain promptly deliver any and all reports and other terms and conditions of Sales Tax exemption and rebate programsdocuments required to enable Merchant to file any requisite returns with such taxing authorities.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales and use of Merchandise, Additional Agent Merchandise, Merchant’s Consignment Goods, DSW Merchandise and/or Owned FF&E (except to the extent such sales are exempt) as indicated on Merchant’s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income, but specifically including, without limitation, gross receipts taxes) payable to any taxing authority having jurisdiction (collectively, “Sales Taxes”) in connection with or arising from shall be added to the Worksales price of Merchandise, (b) Additional Agent Merchandise, Merchant’s Consignment Goods, DSW Merchandise and/or Owned FF&E and collected by Agent, on Merchant’s behalf, at the time of sale. All Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement deposited into a segregated account designated by Merchant and Agent solely for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor to perform its obligations hereunder, then Contractor shall reimburse Owner, at Contractor’s expense, for the reasonable costs incurred by Owner in seeking a refund deposit of such Sales Taxes (the “Sales Taxes Account”). Merchant shall prepare and file all applicable reports and documents required by the applicable taxing authorities, and Merchant shall promptly pay all Sales Taxes from appropriate authoritiesthe Sales Taxes Account. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish Merchant will be given access to the appropriate computation of gross receipts for verification of all such tax collections. Provided that Agent performs its responsibilities in accordance with this Section 8.3, Agent shall have no further obligation to the Merchant, the Administrative Agent, the Lenders, any taxing authority, or any other party, and Merchant (and the Administrative Agent to the extent the Administrative Agent or any Lender has received any funds on account of Sales Taxes) shall indemnify and hold harmless Agent and its officers, directors, employees, agents, representatives, independent contractors and supervisors (collectively, “Agent Indemnified Parties”) from and against any and all costs, including, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Agent or any Agent Indemnified Party sustains or incurs as a result or consequence of the failure by Merchant to promptly pay such taxes to the proper taxing authorities and/or the failure by Merchant to promptly file with such taxing authorities all reports and other documents required information by applicable law to be filed with or delivered to such taxing authorities. If Agent fails to perform its responsibilities in accordance with this Section 8.3, and reports in connection provided Merchant complies with its obligations under this Section 8.3, Agent shall indemnify and hold harmless Merchant from and against any and all Contractor Taxes and Sales Taxes. Contractor shall furnish costs, including, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the failure by Agent to Owner all required information and reports in connection with all collect Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner and/or the failure by Agent to Contractorpromptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities. Contractor Notwithstanding the foregoing, however, the procedures of this Section 8.3(a) shall provide assistance as reasonably requested not apply with respect to sales conducted by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate Purchaser in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption capacity other than as agent for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programsMerchant.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales and use of Merchandise as indicated on Merchant’s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable to any taxing authority having jurisdiction (collectively, “Sales Taxes”) in connection with or arising from shall be added to the Worksales price of Merchandise and collected by Agent, (b) on Merchant’s behalf, at the time of sale. All Sales Taxes on items incorporated shall be deposited into a segregated account designated by Merchant and Agent solely for the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect deposit of such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Sales Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for “Sales Taxes in connection with or related to Account”). Merchant shall prepare and file all applicable reports and documents required by the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner applicable taxing authorities and are paid by Contractor. Such reimbursement Merchant shall be made only upon the furnishing of reasonable documentation establishing that such promptly pay all Sales Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for from the Sales Taxes as provided Account, Merchant will be given access to the computation of gross receipts for verification of all such tax collections. Provided Agent performs its responsibilities in accordance with this Section 3.4.2 8.3, Merchant shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for Agent from and against any Taxesand all costs, interestincluding, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Agent sustains or other costs that arise from incurs as a result or consequence of the failure of Contractor by Merchant to remit or timely remit promptly pay such Sales Taxes as required to the proper taxing authorities and/or the failure by Merchant to promptly file with such taxing authorities all reports and other documents required, by Applicable Legal Requirements and this Agreement Law, to be filed with or arising from the failure of Contractor delivered to allow Sales Tax audits or such taxing authorities. If Agent fails to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed perform its responsibilities in accordance with this Section 3.4 for its payment of all such Sales Taxes; provided8.3, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as and provided in Appendix L or any other failure by Contractor to perform Merchant complies with its obligations hereunder, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs including, at Contractor’s expensebut not limited to, for reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate authorities. With respect and/or, the failure by Agent to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection comply with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programsobligations hereunder.

Sales Taxes. Contractor shall be responsible for During the administration Sale Term, all sales, excise, gross receipts and timely payment, with reimbursement therefor other taxes attributable to sales of Merchandise as provided in this Agreement, indicated on Merchant's point of all sale equipment (aother than taxes on income) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (“Sales Taxes”) in connection with or arising from the Work, (b) Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing authority having jurisdiction for Contractor’s failure (collectively, "Sales Taxes") shall be added to properly pay such Taxes. Contractor agrees to indemnify the sales price of Merchandise and hold Owner harmless for any Taxescollected by Agent, intereston Merchant's behalf, penalties and on deposit at Merchant's existing accounts, trust accounts or other costs accounts, as designated by Merchant. Provided that arise from the failure of Contractor to remit or timely remit Agent has collected all Sales Taxes as during the Sale and remitted the proceeds thereof to Merchant, Merchant shall promptly pay all Sales Taxes and file all applicable reports and documents required by Applicable Legal Requirements and this Agreement or arising from the failure applicable taxing authorities. Merchant will be given access to the computation of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed gross receipts for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment verification of all such Sales Taxes; providedTax collections. Provided Agent performs its responsibilities in accordance with this Section 8.3, howeverMerchant shall indemnify and hold harmless Agent from and against any and all costs, that if Sales Taxes (for including, but not limited to, reasonable attorneys' fees, assessments, fines or penalties which an exemption would have otherwise applied) are paid on Agent sustains or incurs as a purchase identified result or consequence of the failure by Owner as tax benefit-qualified because of Contractor’s Merchant to promptly pay such taxes to the proper taxing authorities and/or the failure by Merchant to furnish or cause promptly file with such taxing authorities all reports and other documents required, by applicable law, to be furnished properly completed Sales Tax certificates as provided in Appendix L filed with or any other failure by Contractor delivered to such taxing authorities. If Agent fails to perform its responsibilities in accordance with this Section 8.3, and provided Merchant complies with its obligations hereunderin accordance with this Section 8.3, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs including, at Contractor’s expensebut not limited to, for reasonable attorneys' fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualifiedand/or, Contractor shall furnish to the appropriate extent Agent is required hereunder to prepare reports and other documents, the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programsauthorities.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales and use of Merchandise, as indicated on Merchant’s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable to any taxing authority having jurisdiction (collectively, “Sales Taxes”) in connection with or arising shall be added to the sales price of Merchandise and collected by Agent, on Merchant’s behalf, at the time of sale. All Sales Taxes shall be deposited into a segregated account designated by Merchant and Agent solely for the deposit of such Sales Taxes (the “Sales Taxes Account”). Merchant shall prepare and file all applicable reports and documents required by the applicable taxing authorities, and Merchant shall promptly pay all Sales Taxes from the Work, (b) Sales Taxes on items incorporated into Account. Merchant will be given access to the Work or imposed by Applicable Legal Requirements upon Owner computation of gross receipts for verification of all such tax collections. Provided that Agent performs its responsibilities in accordance with this Section 8.3, Merchant (and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except Lender to the extent similar to those set forth in Section 2.2.9.2it has received any funds on account of Sales Taxes) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for Agent from and against any Taxesand all costs, interestincluding, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Agent sustains or other costs that arise from incurs as a result or consequence of the failure of Contractor by Merchant to remit or timely remit Sales Taxes as promptly pay such taxes to the proper taxing authorities and/or the failure by Merchant to promptly file with such taxing authorities all reports and other documents required by Applicable Legal Requirements and this Agreement applicable law to be filed with or arising from the failure of Contractor delivered to allow Sales Tax audits or such taxing authorities. If Agent fails to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed perform its responsibilities in accordance with this Section 3.4 for its payment of all such Sales Taxes; provided8.3, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as and provided in Appendix L or any other failure by Contractor to perform Merchant complies with its obligations hereunder, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs, at Contractor’s expenseincluding, for but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate and/or the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales and use of Merchandise, as indicated on Merchant s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable to any taxing authority having jurisdiction (“Sales Taxes”) in connection with or arising from the Workcollectively, (b) Sales Taxes ) shall be added to the sales price of Merchandise and collected by Agent, on items incorporated into Merchant s behalf, at the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance time of the Worksale. All other Sales Taxes shall be deposited into a segregated account designated by Merchant and Agent solely for the deposit of such Sales Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 Account ). Merchant shall be part of prepare and file all applicable reports and documents required by the Reimbursable Componentapplicable taxing authorities, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Merchant shall promptly pay all Sales Taxes on items incorporated into from the Work Sales Taxes Account. Merchant will be given access to the computation of gross receipts for verification of all such tax collections. Provided that Agent performs its responsibilities in accordance with this Section 8.3, Merchant shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for Agent from and against any Taxesand all costs, interestincluding, but not limited to, reasonable attorneys fees, assessments, fines or penalties which Agent sustains or other costs that arise from incurs as a result or consequence of the failure of Contractor by Merchant to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from promptly pay such taxes to the proper taxing authorities and/or the failure of Contractor by Merchant to allow Sales Tax audits or to comply promptly file with any other requirements of the state and local such taxing authorities in connection all reports and other documents required, by applicable law, to be filed with the Workor delivered to such taxing authorities. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant If Agent fails to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed perform its responsibilities in accordance with this Section 3.4 for its payment of all such Sales Taxes; provided8.3, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as and provided in Appendix L or any other failure by Contractor to perform Merchant complies with its obligations hereunder, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs, at Contractor’s expenseincluding, for but not limited to, reasonable attorneys fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate and/or the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

Sales Taxes. Contractor shall be responsible for During the administration Sale Term, all sales, excise, gross receipts and timely paymentother taxes attributable to sales of Merchandise as indicated on Merchant’s point of sale equipment (other than taxes on income) payable to any taxing authority having jurisdiction (collectively, with reimbursement therefor as provided in this Agreement, of all (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (“Sales Taxes”) in connection with shall be added to the sales price of Merchandise and collected by Agent, on Merchant’s behalf, and deposited into Merchant’s existing accounts, trust accounts or arising from the Workother accounts, (b) Sales Taxes on items incorporated into the Work or imposed as designated by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value addedMerchant; provided, excise taxes and import duties further, that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by nonthe Merchandise is sold on a tax-U.S. Governmental Authoritiesexempt basis, duties and fees of any kinde.g., in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner sold on a wholesale basis, Agent shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Componentcomplete all applicable forms, including, without limitation, resale certificates, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment provide all completed forms to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities Merchant in connection with the WorkFinal Reconciliation. In circumstances where a Provided that Agent has collected all Sales Tax is imposed Taxes during the Sale and remitted the proceeds thereof to Merchant, Merchant shall promptly pay all Sales Taxes and file all applicable reports and documents required by the applicable taxing authorities. Merchant will be given access to the computation of gross receipts for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment verification of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor collections. If Agent fails to perform its responsibilities in accordance with this Section 9.3, and provided Merchant complies with its obligations hereunderin accordance with this Section 9.3, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs including, at Contractor’s expensebut not limited to, for reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualifiedand/or, Contractor shall furnish to the appropriate extent Agent is required hereunder to prepare reports and other documents, the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programsauthorities.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales of Merchandise, sales of News Stand Inventory and use Café/Candy Inventory and Agent Sale FF&E, as indicated on Merchant’s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable to any taxing authority having jurisdiction (collectively, “Sales Taxes”) in connection with or arising from shall be added to the Worksales price of Merchandise, (b) News Stand Inventory, Café/Candy Inventory and Agent Sale FF&E and collected by Agent, on Merchant’s behalf, at the time of sale. All Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement deposited into a segregated account designated by Merchant and Agent solely for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor to perform its obligations hereunder, then Contractor shall reimburse Owner, at Contractor’s expense, for the reasonable costs incurred by Owner in seeking a refund deposit of such Sales Taxes from appropriate authorities(the “Sales Taxes Account”). With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with Provided that Agent has collected all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner during the Sale and remitted the proceeds thereof to Contractor. Contractor Merchant, Merchant shall provide assistance as reasonably requested prepare and file all applicable reports and documents required by Owner or its tax consultant(s)the applicable taxing authorities, in confirming eligibility and qualification for exemptions from Merchant shall promptly pay all Sales Taxes (and any other tax exemptions) from the Sales Taxes Account. Merchant will be given access to the relevant Governmental Authoritiescomputation of gross receipts for verification of all such tax collections. From time If Agent fails to time perform its responsibilities in accordance with this Section 8.3, Agent shall indemnify and within 30 days of hold harmless Merchant from and against any and all costs, including, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements result or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation consequence of the failure by Agent to collect and/or remit Sales Tax certificates set forth in Appendix L for purchases identified Taxes and/or the failure by Owner, subject Agent to certain promptly deliver any and all reports and other terms and conditions of Sales Tax exemption and rebate programsdocuments required to enable Merchant to file any requisite returns with such taxing authorities.

Sales Taxes. Contractor shall be responsible for During the administration Sale Term, all sales, excise, gross receipts and timely paymentother taxes attributable to sales of Merchandise as indicated on Merchant’s point of sale equipment (other than taxes on income, with reimbursement therefor as provided in this Agreementbut specifically including, without limitation, gross receipts taxes payable to the State of all Washington) payable to any taxing authority having jurisdiction (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (collectively, “Sales Taxes”) shall be added to the sales price of Merchandise and collected on Merchant’s behalf, and provided to Merchant on no less than a bi-weekly basis for deposit in connection with Merchant’s existing accounts, trust accounts or arising from the Workother accounts, (b) as designated by Merchant. Provided that Agent has collected all Sales Taxes on items incorporated into during the Work Sale and remitted promptly the proceeds thereof to Merchant, Merchant shall promptly pay or imposed cause to be paid all Sales Taxes and file all applicable reports and documents required by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Workapplicable taxing authorities. All other Taxes (except Merchant will be given access to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees computation of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor gross receipts for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment verification of all such Sales Taxes; providedTax collections. Provided Agent performs its responsibilities in strict compliance with this Section 8.3, howeverMerchant shall indemnify and hold harmless Agent from and against any and all costs, that if Sales Taxes (for including, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which an exemption would have otherwise applied) are paid on Agent sustains or incurs as a purchase identified result or consequence of the failure by Owner as tax benefit-qualified because of Contractor’s Merchant to promptly pay such taxes to the proper taxing authorities and/or the failure by Merchant to furnish or cause promptly file with such taxing authorities all reports and other documents required, by applicable law, to be furnished properly completed Sales Tax certificates as provided in Appendix L filed with or any other failure by Contractor delivered to such taxing authorities. If Agent fails to perform its responsibilities in accordance with this Section 8.3, and provided Merchant complies with its obligations hereunderin accordance with this Section 8.3, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs including, at Contractor’s expensebut not limited to, for reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes, remit Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualifiedMerchant and/or, Contractor shall furnish to the appropriate extent Agent is required hereunder to prepare reports and other documents, the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programsauthorities.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales of Merchandise and use Additional Goods as indicated on Merchant's point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable (“Sales Taxes”) in connection with or arising from the Work, (b) Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing authority having jurisdiction for Contractor’s failure (collectively, "Sales Taxes") shall be added to properly pay such Taxesthe sales price of Merchandise and Additional Goods and collected by Agent, on Merchant's behalf. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit All Sales Taxes as shall be deposited into the segregated accounts by Merchant designated by Merchant and Agent solely for the deposit of such Sale Taxes (the "Sales Taxes Account"). Provided that Agent has collected all Sales Taxes during the Sale and remitted the proceeds thereof to Merchant, Merchant shall promptly pay all Sales Taxes and file all applicable reports and documents required by Applicable Legal Requirements and this Agreement or arising from the failure applicable taxing authorities. Merchant will be given access to the computation of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed gross receipts for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment verification of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor collections. If Agent fails to perform its responsibilities in accordance with this Section 8.3, and provided Merchant complies with its obligations hereunderin accordance with this Section 8.3, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs including, at Contractor’s expensebut not limited to, for reasonable attorneys' fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualifiedand/or, Contractor shall furnish to the appropriate extent Agent is required hereunder to prepare reports and other documents, the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programsauthorities.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales and use of Merchandise, as indicated on Merchant’s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable to any taxing authority having jurisdiction (collectively, the “Sales Taxes”) in connection with or arising from shall be added to the Worksales price of Merchandise and Additional Goods and collected by Agent, (b) on Merchant’s behalf, at the time of sale. All Sales Taxes on items incorporated shall be deposited into a segregated account designated by Merchant and Agent solely for the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect deposit of such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Sales Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for “Sales Taxes in connection with or related to Account”). Merchant shall prepare and file all applicable reports and documents required by the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner applicable taxing authorities, and are paid by Contractor. Such reimbursement Merchant shall be made only upon the furnishing of reasonable documentation establishing that such promptly pay all Sales Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for from the Sales Taxes as provided Account. Merchant will be given access to the computation of gross receipts for verification of all such tax collections. Provided that Agent performs its responsibilities in accordance with this Section 3.4.2 8.3, Merchant shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for Agent from and against any Taxesand all costs, interestincluding, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Agent sustains or other costs that arise from incurs as a result or consequence of the failure of Contractor by Merchant to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from promptly pay such taxes to the proper taxing authorities and/or the failure of Contractor by Merchant to allow Sales Tax audits or to comply promptly file with any other requirements of the state and local such taxing authorities in connection all reports and other documents required, by applicable law, to be filed with the Workor delivered to such taxing authorities. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant If Agent fails to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed perform its responsibilities in accordance with this Section 3.4 for its payment of all such Sales Taxes; provided8.3, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as and provided in Appendix L or any other failure by Contractor to perform Merchant complies with its obligations hereunder, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs, at Contractor’s expenseincluding, for but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate and/or the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

Sales Taxes. Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales and use of Merchandise, as indicated on Merchant’s point of sale equipment (other than taxes imposed by Applicable Legal Requirements upon Contractor that are properly on income) payable to any taxing authority having jurisdiction (collectively, “Sales Taxes”) in connection with or arising from shall be added to the Worksales price of Merchandise and Additional Agent Merchandise and collected by Agent, (b) on Merchant’s behalf, at the time of sale. All Sales Taxes on items incorporated shall be deposited into a segregated account designated by Merchant and Agent solely for the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect deposit of such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Sales Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for “Sales Taxes in connection with or related to Account”). Merchant shall prepare and file all applicable reports and documents required by the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner applicable taxing authorities, and are paid by Contractor. Such reimbursement Merchant shall be made only upon the furnishing of reasonable documentation establishing that such promptly pay all Sales Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for from the Sales Taxes as provided Account. Merchant will be given access to the computation of gross receipts for verification of all such tax collections. Provided that Agent performs its responsibilities in accordance with this Section 3.4.2 8.3, Merchant shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for Agent from and against any Taxesand all costs, interestincluding, but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Agent sustains or other costs that arise from incurs as a result or consequence of the failure of Contractor by Merchant to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from promptly pay such taxes to the proper taxing authorities and/or the failure of Contractor by Merchant to allow Sales Tax audits or to comply promptly file with any other requirements of the state and local such taxing authorities in connection all reports and other documents required, by applicable law, to be filed with the Workor delivered to such taxing authorities. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant If Agent fails to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed perform its responsibilities in accordance with this Section 3.4 for its payment of all such Sales Taxes; provided8.3, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as and provided in Appendix L or any other failure by Contractor to perform Merchant complies with its obligations hereunder, then Contractor Agent shall reimburse Ownerindemnify and hold harmless Merchant from and against any and all costs, at Contractor’s expenseincluding, for but not limited to, reasonable attorneys’ fees, assessments, fines or penalties which Merchant sustains or incurs as a result or consequence of the reasonable costs incurred failure by Owner in seeking a refund of such Agent to collect Sales Taxes from appropriate and/or the failure by Agent to promptly deliver any and all reports and other documents required to enable Merchant to file any requisite returns with such taxing authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

Sales Taxes. Contractor shall be responsible for During the administration Sale Term, all sales, excise, gross receipts, and timely paymentother taxes attributable to sales of Merchandise (other than taxes on income) payable to any taxing authority having jurisdiction (collectively, with reimbursement therefor as provided in this Agreement, of all (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (the “Sales Taxes”) shall be added to the sale price of Merchandise and collected by the Agent, on the Merchant’s behalf, at the time of sale. Notwithstanding anything in connection with this Agreement or arising from the WorkAPA to the contrary, (b) the Merchant shall collect and be entitled to maintain any sales tax disbursement fees. All Sales Taxes on items incorporated into shall be deposited as instructed by the Work or imposed by Applicable Legal Requirements upon Owner Merchant. Provided that the Agent has collected all Sales Taxes during the Sale and for which Contractor has remitted the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except proceeds thereof to the extent similar to those set forth in Section 2.2.9.2) imposed Merchant, the Merchant shall prepare and file all applicable reports and documents required by non-U.S. Governmental Authorities, duties the applicable taxing authorities and fees of any kind, in each case that are properly payable in connection with or arising from the performance of Merchant shall promptly pay when due all Sales Taxes. The Merchant and the Work Agent will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related agree to the Work computation of gross receipts for verification of all such tax collections.Provided that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement Agent performs its responsibilities in accordance with this Section 8.3, the Merchant shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for the Agent, and its officers, directors, shareholders and agents from and against any Taxesand all costs, interestincluding, but not limited to, reasonable attorneys’ fees, assessments, fines, or penalties which the Agent sustains or other costs that arise from incurs as a result or consequence of the failure of Contractor by the Merchant to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from promptly pay when due such taxes to the proper taxing authorities and/or the failure of Contractor by the Merchant to allow Sales Tax audits or to comply promptly file when due with any other requirements of the state and local such taxing authorities in connection all reports and other documents required, by applicable law, to be filed with or delivered to such taxing authorities. If the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant Agent fails to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed perform its responsibilities in accordance with this Section 3.4 for its payment of all such Sales Taxes; provided8.3, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as and provided in Appendix L or any other failure by Contractor to perform the Merchant complies with its obligations hereunder, then Contractor the Agent shall reimburse Ownerindemnify and hold harmless Merchant, at Contractor’s expenseand its officers, for directors, and agents from and against any and all costs including, but not limited to, reasonable attorneys’ fees, assessments, fines, or penalties which the reasonable costs incurred Merchant sustains or incurs as a result or consequence of the failure by Owner in seeking a refund of such the Agent to collect Sales Taxes from appropriate and/or, the failure by the Agent to promptly deliver any and all reports and other documents required to enable the Merchant to file any requisite returns with such taxing authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.