Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) Any and all payments by the Transferor or the Servicer hereunder any Loss attributable to any Ownerbreach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any Funding Agent covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Administrative Agent (each an “Indemnified Party”) under this Agreement, Company or relating to the extent allowed Business of the Company for all Pre-Agreement Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Initial Closing Date by lawreason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, shall be made in accordance with Section 2.8 free state or local Law; and clear of, and without deduction for, (e) any and all present Taxes of any person imposed on the Company arising under the principles of transferee or future taxessuccessor liability or by contract, leviesrelating to an event or transaction occurring before the Agreement Date. In each of the above cases, imposts, duties, deductions, withholdings together with any documented out-of-pocket fees and expenses (including backup withholding)reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are each Company Parent Indemnitee and hold them harmless from and against (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on any Loss attributable to any breach or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws violation of, or having its principal office orfailure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the case Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any Owner member of an affiliated, consolidated, combined or Participant, its applicable lending office located in, unitary group of which the jurisdiction imposing such Tax Investor (or any political subdivision thereofpredecessor of the Investor) is or (y) imposed as was a result member on or prior to the Initial Closing Date by reason of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document liability under Treasury Regulation Section 1.1502-6 or any Related Documentcomparable provisions of foreign, state or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide local Law; and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding and all Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes any person imposed on amounts payable to the Company arising under the principles of transferee or for the account of such Owner with respect successor liability or by contract, relating to an applicable interest in any Transferred Assets pursuant to a law in effect on event or transaction occurring after the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in Agreement Date. In each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of above cases, together with any such Taxes within thirty documented out-of-pocket fees and expenses (30including reasonable third-party attorneys’ and accountants’ fees) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) incurred in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentconnection therewith.

Tax Indemnification. (a) Any From and all payments by after the Transferor or Closing Date, Parent and Seller shall indemnify and defend Buyer, its Affiliates and each member of the Servicer hereunder to any OwnerCompany Group (each, any Funding Agent or a “Tax Indemnified Buyer Party” and collectively, the Administrative Agent (each an “Tax Indemnified PartyBuyer Parties”) under this Agreement, to against and hold the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, Tax Indemnified Buyer Parties harmless from any and all present of the following Taxes and related Damages (in each case, whether imposed, assessed, due or future taxesotherwise payable directly, leviesas a successor or transferee, impostsjointly and/or severally, dutiespursuant to a contract or other agreement entered (or assumed) by any member of the Company Group on or prior to the Closing Date, deductionsor for any other reason) actually incurred (each a “Tax Loss” and collectively, withholdings the “Tax Losses”), subject to the limitations in Section 9.3(f) of the Agreement, in respect of: (i) Taxes of any member of the Company Group attributable to taxable periods ending on or before the Closing Date or allocable under Section 5 of this Annex I to the portion of any Straddle Period ending on the Closing Date (“Pre-Closing Taxes”, and such periods (and portions thereof), collectively, the “Pre-Closing Taxable Period”); (ii) Taxes of any member of an affiliated, consolidated, combined or unitary group of which any member of the Company Group is or was a member on or prior to the Closing Date (including backup withholdingthe Affiliated Group), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are any member of the Company Group is liable for under Treas. Reg. § 1.1502-6 or comparable provision of foreign, state or local Law; (iiii) net income taxes Taxes resulting from (including branch profit taxesA) a breach of a representation or warranty contained in Section 3.8 (Tax Matters) (in each case construed as if they were not qualified by “knowledge,” “material,” “material adverse effect” or similar language) or (B) a breach of a covenant or other agreement of the Seller contained in this Annex I or Section 6.1(a)(ii)(N); (iv) Seller’s allocable share of all Transfer Taxes as determined under Section 8 of this Annex I; (v) Taxes resulting from any loss, minimum taxes reduction, disallowance, or unavailability (in whole or in part) of any refund (whether as cash or a credit or offset against Taxes otherwise payable) that (A) was included in the computation of Net Working Capital or Net Company Debt as finally determined or (B) gave rise to a payment to, or for the benefit of Seller under Section 6 of this Annex I; (vi) Taxes resulting from the Pre-Closing Transactions; and taxes computed under alternative methods, at least one of which is based on or measured (vii) Taxes incurred by net income), franchise taxes (imposed in lieu of income taxes)Buyer, or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner Affiliates with respect to an applicable interest any income of any member of the Company Group that is a “controlled foreign corporation” or partnership for U.S. federal Income Tax purposes which was realized in any Transferred Assets pursuant its year including the Closing Date, but is attributable to a law in effect the portion of such year that ends on the date on which Closing Date (1) such Owner became computed assuming each member of the Company Group had a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereofyear that ended as of the end of the Closing Date), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice Parent and Seller shall not be liable for (x) any Taxes to the Transferor or extent reserved for as an Included Current Liability in the Servicercomputation of Net Working Capital, as applicablefinally determined (or in the case of Income Taxes, to the extent included in the computation of Net Company Debt, as finally determined); (y) any Taxes imposed on any member of the imposition Company Group as a result of any such Taxes within thirty transactions occurring on the Closing Date that are outside the ordinary course of business and not contemplated by this Agreement and properly allocable (30based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) Business Days following to the receipt of actual written notice portion of the imposition of such Taxes, there will be no obligation for Closing Date after the Transferor Closing; or the Servicer to make a payment pursuant to this Section 8.2(a(z) in respect of any interest or penalties reasonably imposed or assessed, or Tax Losses incurred, to the extent attributable to Buyer’s late filing or lack of cooperation as required by Section 3(c) of this Annex I that causes late filing by Parent or Seller of any Tax Return of a member of the period beginning Company Group due after the Closing Date (after taking into account all appropriately requested extensions made by Parent, Seller or a member of the Company Group prior to the Closing Date) or late payment of any Taxes shown as due on such 30th day and ending ten Tax Return (10) Business Days after the Transferor unless such late filing or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably is attributable to a breach of a covenant by Seller or Parent or representation or warranty with respect to any member of the negligence Company Group by the Seller or willful misconduct of any such Owner or Funding Agent or the Administrative AgentParent).

Tax Indemnification. (a) Any The Issuer and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (Guarantors shall jointly and severally indemnify each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear ofHolder, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings shall make payment in respect thereof within ten (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”10) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” butdays after demand therefor, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect full amount of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Indemnified Taxes applicable imposed or asserted on or attributable to additional sums amounts payable under this Section 8.2(a13) so that payable or paid by such Holder or required to be withheld or deducted from a payment to such Holder, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (including any recording and filing fees with respect thereto or resulting therefrom and any liabilities with respect to, or resulting from, any delay in paying such Indemnified Party receives an amount equal Taxes), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted such payment or liability delivered to the relevant taxation authority in accordance with Issuer or a Guarantor by the applicable lawHolder shall be conclusive absent manifest error. If the Transferor or Issuer and the Servicer Guarantors fail to timely pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicableGovernmental Authority any Taxes payable under this Section 13, the required receipts or other required documentary evidence, Issuer and the Transferor or Guarantors shall indemnify the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent Holder for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, Holder as a result of any such failure; provided. If any party determines, howeverin its sole discretion exercised in good faith, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition it has received a refund of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer as to make which it has been indemnified by a payment Note Party pursuant to this Section 8.2(a) in respect 13.5 (including by the payment of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment additional amounts pursuant to this Section 8.2(a13.5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 13.5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) in of such indemnified party, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the indemnifying party, upon the request of incremental taxessuch indemnified party, agrees to repay such indemnified party the amount paid over to the indemnifying party pursuant to this Section 13.5) (plus any penalties, interest or penalties reasonably attributable other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the negligence contrary in this Section 13.5, in no event will the indemnified party be required to pay any amount to any Note Parties pursuant to this Section 13.5, the payment of which would place the indemnified party in a less favorable net after- Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or willful misconduct of otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 13.5 shall not be construed to require any such Owner indemnified party to make available its Tax returns (or Funding Agent any other information relating to its Taxes that it deems confidential) to the indemnifying party or the Administrative Agentany other Person.

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, the Notes or the Guarantees to or for the extent allowed by law, account of any holder of a Note shall be made in accordance with Section 2.8 free and clear of, and without deduction foror withholding for or on account of, any and all present or future taxesTax, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (except to the extent legally able) any certification such deduction or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or withholding is required by law). If any Tax is required by law to be deducted or withheld by the Company from any such payments made by the Company hereunder or under the Notes or by the Guarantor from any such payments made by the Guarantor hereunder or under the Guarantees, (iv) any such Obligor will make such deductions or withholding Taxes imposed under FATCA, and (v) in pay to the case relevant taxing authority the full amount deducted or withheld before penalties attach thereto or interest accrues thereon. In the event of an Owner, U.S. federal withholding Taxes imposed on amounts payable to the imposition by or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto Applicable Taxing Authority or of any Governmental Authority of any jurisdiction (other than pursuant to an assignment under Section 8.2(dthe United States) in which either Obligor resides for tax purposes or Section 8.2(eany jurisdiction (other than the United States) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or through which such Obligor is making any payment in respect of any sum payable hereunder Note or Guarantee, as the case may be, of any Tax, other than any Excluded Tax, upon or with respect to an Indemnified Party any payments in respect of any Note or Guarantee, as the case may be, whether by withholding or otherwise, the applicable Obligor hereby agrees to pay forthwith from time to time in connection with each payment on the Notes or the Guarantees, as the case may be, to each holder of a Note such amounts as shall be required so that every payment received by such holder in respect of the Notes or Guarantees, as the case may be, and every payment received by such holder under this Agreement will not, after such withholding or deduction or other payment for or on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, Tax and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become relating thereto, be less than the amount due and payable by to such Owner, Funding Agent holder in respect of such Note or Administrative Agent, as applicable, as a result Guarantee or under this Agreement before the assessment of any such failureTax; provided, however, that if neither Obligor shall be obliged to pay such Owner, Funding Agent or Administrative Agent fails amounts to provide notice to the Transferor or the Servicer, as applicable, any holder of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) Note in respect of any interest or penalties reasonably attributable Taxes to the period beginning on extent such 30th day and ending ten (10) Business Days after Taxes exceed the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not Taxes that would have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.been payable:

Tax Indemnification. (ai) Any Subject to Section 6.5(d)(v), from and after the Closing, Seller Parent agrees to indemnify and hold harmless Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) from and against all payments by liability, without duplication, for (1) Taxes of the Transferor Conveyed Subsidiaries and their Subsidiaries for any Pre-Closing Tax Period (including any Taxes payable in respect of an election under Section 965(h) of the Code), (2) Taxes of any Seller (other than any Transfer Taxes and VAT for which Purchaser is responsible hereunder) including, Taxes (other than Taxes of the Conveyed Subsidiaries and their Subsidiaries) imposed with respect to, arising out of or relating to the Purchased Assets or the Servicer hereunder Business for a Pre-Closing Tax Period, (3) Taxes of any Person (other than the Conveyed Subsidiaries and their Subsidiaries) for a Pre-Closing Tax Period for which any Conveyed Subsidiary (or any Subsidiary thereof) is liable under Treasury Regulation Section 1.1502-6 (or a similar provision of state, local or foreign Law), or as a transferee or successor or by Contract (other than Contracts that do not relate primarily to Taxes), (4) Taxes arising out of or resulting from any Owner, breach of any Funding Agent covenant or the Administrative Agent (each an “Indemnified Party”) under agreement of Seller Parent or any of its Affiliates contained in this Agreement, (5) Taxes for a Pre-Closing Tax Period imposed on (x) any transaction effected pursuant to Section 2.3(b), (y) any settlement of any intercompany accounts of Seller Parent or its Subsidiaries pursuant to Section 6.7, or (z) any transaction or step forming part of the Seller Internal Restructurings, (6) Transfer Taxes for which Seller Parent is responsible under Section 6.5(j), (7) Taxes required to be deducted or withheld with respect to the extent allowed by law, shall be made in accordance with payment of the Purchase Consideration or any amounts payable to Seller Parent pursuant to Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authoritySection 2.9, including any interestpenalties imposed on Purchaser as a result of Purchaser’s failure to deduct or withhold any such amounts that Purchaser (or a Purchaser Designated Affiliate) was permitted to withhold under Section 2.10 (in each case, additions subject to tax or penalties applicable thereto, including any related penalties or interest (all such items Purchaser’s compliance with the notice and amounts being collectively referred to as “Taxes”) excluding cooperation requirements of Section 2.10 and except for any such Taxes (and any related penalties) required to be deducted or withheld solely as a result of any assignment by Purchaser or its Affiliates for which Purchaser is responsible pursuant to Section 10.3), (8) Taxes arising from any breach of any representation or warranty contained in Section 4.16(k), (9) Taxes arising as a result of any Conveyed Subsidiary or any Subsidiary of any Conveyed Subsidiary at any time ceasing to be a member of a group for the purposes of any Tax, of which group Seller Parent or any Subsidiary of Seller Parent is or was also a member and (10) any costs and expenses, including reasonable legal and accounting fees and expenses, attributable to any item described in clauses (1) through (9) (any such Taxes for which Seller Parent is responsible pursuant to this Section 6.5(d)(i), subject to the following proviso, “Seller Indemnified Taxes”); provided that are Seller Parent shall not be required to indemnify or hold harmless any Purchaser Tax Indemnified Party from and against any liability pursuant to this Section 6.5(d)(i) for (iA) net income taxes Taxes attributable to any action taken after the Closing by Purchaser, any of its Affiliates (including branch profit taxes, minimum taxes the Conveyed Subsidiaries and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxestheir Subsidiaries), or any transferee of Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries), other taxes based on or measured by the net income of than any such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case action that (x1) imposed as a result of the recipient being organized under the laws of, or having its principal office or, is in the case ordinary course of any Owner business, (2) is expressly permitted or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced contemplated by this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii3) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation is required to qualify for an exemption from, be taken in order to comply with applicable Law or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office in applicable Law (other than changes mandated by this Agreement or required by lawa “Purchaser Tax Act”), (ivB) any withholding Taxes imposed under FATCAthat were reflected, and (v) accrued or reserved for in the case Final Closing Statement, Final Business Working Capital, or Final Business Net Cash, (C) Income Taxes to the extent that a Conveyed Subsidiary or any Subsidiary thereof had any Tax Assets as of an Ownerthe close of business on the Closing Date that were available, U.S. federal withholding Taxes imposed on amounts payable or would have been available but for their prior utilization by Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries after the Closing) to offset or for otherwise reduce the account applicable Tax Liability in respect of such Owner with respect to Income Taxes (except any Tax Asset reflected as an applicable interest asset in any Transferred Assets pursuant to a law the Final Closing Statement and taken into account in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) calculation of the Final Business Working Capital or Section 8.2(e) hereofthe Final Business Net Cash), or (2D) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Taxes for which Purchaser Parent is responsible under Section 8.2(a6.5(d)(ii), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.

Tax Indemnification. The Seller shall indemnify, exonerate and hold free and harmless each Buyer Indemnified Person from and against any Losses attributable to (a) Any all Taxes (or non-payment thereof) of the Company and all payments its branches and subsidiaries, except for those Taxes that result from any transaction (or deemed transaction by way of any election or otherwise) caused by the Transferor or Buyer outside the Servicer hereunder to any Owner, any Funding Agent or Ordinary Course of Business of the Administrative Agent (each an “Indemnified Party”) under this Agreement, to Company and occurring on the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are Closing Date after the event of Closing (i) net income taxes for all Taxable periods ending on or before the Closing Date, and (ii) the portion of the Taxable period ending on or before the Closing Date for any Taxable period that includes, but does not end, on the Closing Date (each, a “Pre-Closing Tax Period”), (b) all Pre-Closing Tax Period Taxes of any other member of the affiliated, consolidated, combined or unitary group of which the Company was member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Legal Requirement (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result all Taxes of the recipient being organized under the laws of, or having its principal office or, foreign branches and subsidiaries included in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Excluded Assets), (iic) any and all Taxes that would not have been relating to Pre-Closing Tax Period of any Person imposed but for on the failure of Company in the Company’s capacity as transferee or successor to such OwnerPerson, Participant, Funding Agent by Contractual Obligation or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCAotherwise, and (vd) in the case all value added Taxes arising out of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case relating to the extent that, transfer of assets under the Inventory Transfer Agreement. Nothing in this Section 11.1 shall limit or expand upon Seller’s liability for indemnification pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.

Tax Indemnification. From and after the Closing Date, the Seller shall indemnify and hold harmless the Company Entities (on an after-tax basis) against and in respect to 100% of any and all Losses that result from, arise out of, or relate to, directly or indirectly (a) Any and all payments by the Transferor Taxes (or the Servicer hereunder to any Ownernon-payment thereof), any Funding Agent other than Income Taxes, of the Seller Entities or the Administrative Agent (each an “Indemnified Party”) under this Agreement, with respect to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one assets of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified PartyBusiness, in each case for all taxable periods ending on or before the Closing Date, (xb) Income Taxes (or the non-payment thereof) of the Seller Entities or with respect to the assets of the Business, in each case for all taxable periods ending on or before the Effective Date, (c) Straddle Period Taxes, (d) any and all Taxes of any Person imposed on a Seller Entity as a transferee or successor, or pursuant to the application of article 34 or 35 of the Xxxxx Xxxxxxxxxx Xxx 0000 (Invorderingswet 1990), pursuant to a contractual obligation, requirements of Law, or otherwise, and relating to the period prior to the Closing (e) any Taxes attributable to the sale, distribution, transfer or other disposition prior to the Closing of real or personal property held by the Seller Entities, and (f) 100% of the transfer, documentary, sales, use, stamp, registration, and other such Taxes, and any conveyance fees or recording charges incurred in connection with the Transactions (other than Dutch Real Estate Transfer Tax) (“Transfer Taxes” and, collectively with the Taxes described in the foregoing clauses (a) through (d), the “Pre-Closing Taxes”). The foregoing indemnification shall not be subject to the limitations set forth in Article 7. Notwithstanding anything in this Agreement to the contrary, “Pre-Closing Taxes” shall not include any Taxes incurred: (i) solely as a result of the recipient being Seller’s formation of the Company as a direct and wholly owned Subsidiary of the Seller; (ii) solely as a result of the contribution to the Seller by the shareholders of the Seller of all of the outstanding equity interests in ID&T Merchandise B.V., a company organized under the laws of, or having its principal office or, in of the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) Netherlands; or (yiii) imposed solely as a result of a present or former connection between the recipient Company’s acquisition of all of ID&T Holding’s assets (including equity interests indirectly owned by ID&T Holding) and the jurisdiction imposing such Tax liabilities (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security ID&T Holding’s 100% interest under, engaged in any other transaction ID&T International) pursuant to or enforced those steps of the Reorganization that are necessary to implement such acquisition, and the Seller shall have no indemnification obligation pursuant to this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest Agreement in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure respect of such Owner, Participant, Funding Agent Taxes. The Seller shall use (and shall cause ID&T Holding to use) commercially reasonable efforts to minimize any Tax liability to any of the Company Entities for Taxes attributable to the termination of the Dutch fiscal unity headed by ID&T Holding. The Seller will not be obligated to indemnify the Company Entities under Section 6.1 or Administrative Agent, as applicable, to provide and keep current (6.2 to the extent legally able) that any certification or other documentation Tax for which the Seller would otherwise be required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as indemnify the Company Entities has been included in a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case working capital adjustment to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto Total Consideration or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to is otherwise already reflected as an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal adjustment to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentTotal Consideration.

Tax Indemnification. (a) Any From and after the Closing, Parent and Holdings, jointly and severally, shall be liable for, and shall indemnify Purchaser, its Affiliates (including the Companies) and each of their respective directors, officers, employees, shareholders, agents, successors and assigns (the “Purchaser Indemnitees”) against and hold them harmless (without duplication) from (i) all payments Liability for Taxes of the Companies with respect to any Pre-Closing Tax Period or attributable to the income, assets or operations of the Companies for any Pre-Closing Tax Period; (ii) all Taxes and Losses resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based on, attributable to, or resulting from any breach of any representation or warranty contained in Section 3.08 or covenant contained in this Article VIII; (iii) all Taxes of Parent and its Subsidiaries (other than Taxes of the Companies that are not described in clause (ii) of the definition of Taxes) imposed on the Companies as a result of the provisions of Treasury Regulations Section 1.1502-6 or the analogous provisions of any state, local or foreign law; (iv) all Taxes (other than the Transfer Taxes that are the responsibility of Purchaser pursuant to Section 8.06) resulting from, arising out of, or incurred with respect to (A) the transfer of the Membership Interests pursuant to this Agreement (including, but not limited to, any Tax resulting from any election made under Section 338(h)(10) of the Code (and any corresponding elections under state, local or other applicable law) pursuant to Section 8.10) and (B) any other transfer or other transaction contemplated by this Agreement or any Transaction Document, including, without limitation, any action taken in connection with or related to the Reorganization; (v) all other Taxes of Parent, Holdings and their Subsidiaries and Affiliates (other than the Companies) for any period; (vi) all Liabilities and Taxes imposed on Purchaser or any of the Companies as a result of (A) N.J. Rev. Stat. §54:50-38, et seq., together with all regulations, announcements, guidance and other administrative releases or requirements relating thereto (collectively, the “Bulk Sale Act”) or (B) a failure by Purchaser, any of the Companies or any other Person to comply in any or all respects with the Bulk Sale Act, in connection with (1) any of the transactions contemplated by this Agreement or any Transaction Document (including, but not limited to, the purchase of the Membership Interests, and any other sale, transfer or assignment, whether in connection with the Reorganization or otherwise) or (2) any other transaction engaged in by any of the Companies occurring on or prior to the Closing Date; (vii) Recaptured Section 1603 Payments related to any transfer by Parent or Holdings (other than any Recaptured Section 1603 Payment resulting from Purchaser’s breach of Section 4.11) or action taken by the Transferor Parent or Holdings related to property eligible for the Servicer hereunder Cash Grant; and (viii) any Tax indemnity obligation of Conectiv Mid-Merit, LLC pursuant to Article II.H. of the Interconnect Lateral Agreement with respect to any Ownertaxable event occurring in a Pre-Closing Tax Period. Notwithstanding the foregoing, Parent and Holdings shall have no Liability for the payment of any Funding Agent or the Administrative Agent (each an “Indemnified Party”Tax pursuant to this Section 8.02(a) under this Agreement, to the extent allowed by law, shall be made of Taxes reflected as current liabilities in accordance with Section 2.8 free and clear of, and without deduction for, any and all present the calculation of Closing Date Working Capital or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all if such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which Tax is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case Purchaser’s breach of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged covenant contained in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentArticle VIII.

Tax Indemnification. From and after the Closing, the Sellers shall jointly and severally indemnify Purchaser, its affiliates (aincluding the Companies) Any and all payments by each of their respective officers, directors, employees, stockholders, agents, successors, assigns and representatives (the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified PartyPurchaser Indemnitees”) under this Agreement, to against and hold them harmless from (i) all liability for Taxes of the extent allowed by law, shall be made Business or any affiliated group of which the Companies have ever been a member for the Pre-Closing Tax Period (apportioned in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding8.01(b), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) all liability for Taxes of the Sellers or any Taxes that would not have other corporation which is or has been imposed but for affiliated with the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide Sellers (other than the Companies) and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result liabilities, costs, expenses (including, without limitation, reasonable expenses of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by lawinvestigation and attorneys’ fees and expenses), (iv) any withholding Taxes imposed under FATCAlosses, and (v) in the case damages, assessments, settlements or judgments arising out of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case incident to the extent thatimposition, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto assessment or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition assertion of any such Taxes within thirty (30) Business Days following together, a “Tax Loss”), provided, however that the receipt of actual written notice of Sellers shall not be required to indemnify for any Tax to the imposition extent the amount of such TaxesTax was taken on the Closing Date into account as a liability in the determination of Final Net Working Capital. Notwithstanding the foregoing, there will be no obligation the Sellers shall not indemnify and hold harmless any Purchaser Indemnitee from any liability for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably Taxes attributable to the period beginning on such 30th day and ending ten (10) Business Days any action taken after the Transferor Closing by Purchaser, any of its affiliates (including the Companies), or the Servicer receives notice from any transferee of Purchasers or any of its affiliates (other than any such Owner, Funding Agent action expressly required by applicable Law or the Administrative Agent. The Transferor will not have an obligation to make by this Agreement) (a payment pursuant to this Section 8.2(a“Purchaser Tax Act”) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct a breach by Purchaser of any such Owner or Funding Agent or the Administrative Agentits obligations under this Agreement.

Tax Indemnification. (ai) Any If the Closing shall occur, Seller shall indemnify, defend and hold harmless the Buyer Indemnitees from and against, and reimburse any Buyer Indemnitees for, all payments by the Transferor or the Servicer hereunder to any Owner(A) Excluded Taxes, any Funding Agent or the Administrative Agent (each an “Indemnified Party”B) under this Agreement, Transfer Taxes to the extent allowed required to be borne by law, shall be Seller pursuant to Section 10.5; (C) Taxes arising from or in connection with the failure of any representation or warranty made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, Company in each case Section 3.10 (Taxes) to be true and correct (where (x) imposed references to “Material Adverse Effect” contained in such representation or warranty shall be deemed to be references to “material to the Company” and (y) all references to “material” contained in such representation or warranty (including references to “material to the Company” as a result of clause (x) above) shall be taken into account solely for purposes of determining whether such representation or warranty have been breached or violated, but not for purposes of calculating the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising Loss resulting from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received breach or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), violation (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent it being agreed that, pursuant for such purpose, all qualifications as to Section 8.2(a), amounts with respect to Material Adverse Effect and materiality contained in such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto representation or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer warranty shall be required by law to deduct any ignored); (D) Taxes arising from or in respect connection with any breach by the Company or Seller of any sum payable hereunder of their covenants or agreements contained herein; and (E) costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) attributable to an Indemnified Party on account of Collections on the Transferred Receivables, any item in clauses (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes through (other than Excluded TaxesD), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails Buyer Indemnitees shall not be entitled to provide notice to the Transferor or the Servicer, as applicable, of the imposition of recover any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a6.8(h)(i) in respect of any interest or penalties reasonably attributable to the period beginning on extent a Liability for such 30th day Taxes was specifically reflected and ending ten identified as such in the Net Working Capital. Notwithstanding Section 9.4(d) and Section 9.4(f), the limitations under Section 9.4(d) shall not apply to any claim under any of Section 6.8(h)(i)(A), (10B) Business Days after the Transferor or the Servicer receives notice from such Owner(D) (or, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence extent relating thereto, Section 6.8(h)(i)(E)) regardless of whether such claim could also be made under Section 6.8(h)(i)(C), and the limitations under Section 9.4(f)(B) shall not apply to any claim -42- under Section 6.8(h)(i)(D) (or, to the extent relating thereto, Section 6.8(h)(i)(E)) regardless of whether such claim could also be made under any of Section 6.8(h)(i)(A), (B) or willful misconduct of any such Owner or Funding Agent or the Administrative Agent(C).

Tax Indemnification. 1. Seller hereby indemnifies each Buyer Indemnitee against and agrees to hold each Buyer Indemnitee harmless from, without duplication, any (av) Any and all payments by the Transferor Tax of any Strategix Company or the Servicer hereunder any Subsidiary or relating to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made Strategix Asset described in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are clause (i) net income taxes of the definition of Tax related to a Pre-Closing Tax Period, (including branch profit taxesw) Tax described in clause (ii) or (iii) of the definition of Tax, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed Tax of any Strategix Company or any Subsidiary or relating to any Strategix Asset incurred as a result of the recipient being organized under the laws ofSection 338(h)(10) Election, or having its principal office or, in the case (y) Tax of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (Strategix Company or any political subdivision thereofSubsidiary or relating to any Strategix Asset resulting from a breach of the provisions of Section 8.02 or 8.03, and (z) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (v), (w), (x), (y) or (z) and any liability as transferee (the sum of (v), (w), (x), (y), and (z) imposed being referred to herein as a "Loss"); provided that Seller shall have no liability for the payment of any Loss to the extent that such Tax is reflected as a liability on the Closing Balance Sheet prepared in accordance with Section 2.03(a) (excluding any provision for deferred income taxes). Seller's liability with respect to any claim for indemnity under this Section 8.06(a) shall be reduced by (or Seller shall be reimbursed on account of) the tax benefit actually realized by the Buyer Indemnitees as a result of a present or former connection between the recipient payment of the Loss upon which such Indemnity Claim is based, and shall include any tax detriment actually suffered by the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed Buyer Indemnitees as a result of a change by an Owner the payment of such Loss or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case receipt of an Ownerindemnity payment in respect thereof, U.S. federal withholding Taxes imposed on amounts payable to or for the account determined so that payment by Seller of such Owner indemnity claim, as adjusted to give effect to any such tax benefit or detriment, will make the Buyer Indemnitees as economically whole as is reasonably practical with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on Loss upon which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentindemnity claim is based.

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail Borrower fails to pay any Taxes when due to the appropriate taxing authority Governmental Authority or fail fails to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, for its account or the account of the Issuing Bank or respective Lender, as applicablethe case may be, the required receipts or other required documentary evidence, the Transferor or Borrower shall indemnify the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Administrative Agent, on behalf of itself or such Owner, or to the Administrative Agent Issuing Bank and the Lenders for its own account, as applicable, any incremental taxesTaxes, interest or penalties that may become payable by such Owner, Funding Agent or the Administrative Agent, as applicable, the Issuing Bank or any Lender as a result of any such failure; provided. For purposes of this Section, howevera distribution hereunder by the Administrative Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower. If the Administrative Agent, a Lender or the Issuing Bank determines, in its sole discretion, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition it has received a refund of any such Taxes within thirty (30) Business Days following as to which it has been indemnified by the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment Borrower pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable (including additional amounts paid by the Borrower pursuant to this Section), it shall pay to the period beginning on Borrower an amount equal to such 30th day and ending ten refund (10but only to the extent of indemnity payments made under this Section with respect to the indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or of the Administrative Agent. The Transferor will not have an obligation , such Lender or the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to make a payment such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the Issuing Bank, as the case may be, agrees to repay the amount paid over pursuant to this Section 8.2(a) in respect of incremental taxes(plus any penalties, interest or penalties reasonably attributable other charges imposed by the relevant Governmental Authority) to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent, such Lender or the Issuing Bank in the event the Administrative Agent, such Lender or the Issuing Bank, as the case may be, is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (b), in no event will the Administrative Agent, the Issuing Bank or any Lender be required to pay any amount to the Borrower pursuant to this subsection (b) the payment of which would place the Administrative Agent, Issuing Bank or any Lender in a less favorable net after-Tax position than the Administrative Agent, Issuing Bank or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent, any Lender or the Issuing Bank to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Tax Indemnification. (a) Any Sellers hereby agree, jointly and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreementseverally, to be liable for and to indemnify and hold the extent allowed by law, shall be made in accordance with Section 2.8 free Purchaser Indemnified Parties harmless from and clear of, and without deduction for, against any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are Losses in respect of (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result all Taxes of the recipient being organized under Company and the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax Subsidiaries (or any political subdivision predecessor thereof) (to be satisfied by way of payment to the Purchaser only) (A) for any taxable period ending on or before the Closing Date, and (yB) imposed for the portion of any Straddle Period ending at the close of business on the Closing Date (determined as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged provided in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred AssetsSection 9.6(c), ); (ii) any and all Taxes that arising in relation to any taxable period ending after the Closing Date and for which the Company or any of the Subsidiaries is liable and would not have been imposed liable but for having at any time on or before the Closing Date been a member of a group for Tax purposes with any company other than the Company or any Subsidiary, including, without limitation, pursuant to Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under United States federal, state, local or foreign (whether in the United Kingdom or elsewhere) Law); (iii) the failure of such Owner, Participant, Funding Agent any of the representations and warranties contained in Sections 5.13(iv) and (v) and 5.14 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein) or Administrative Agent, as applicable, the failure to provide and keep current (to the extent legally able) perform any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by covenant contained in this Agreement with respect to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), Taxes; and (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes arising from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) transactions described in the case of Taxes other than Excluded TaxesBDO Step Paper; provided, that the sum payable Sellers shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable have no liability to additional sums payable the Purchaser under this Section 8.2(a9.6 with respect to (w) so Taxes which are taken into account in the calculation of Indebtedness (x) Taxes which are solely attributable to voluntary acts of the Purchaser or the Company and any of the Subsidiaries that are not required by Law where such Indemnified Party receives an amount equal to acts occur after Closing and outside the sum it would have received had no such deductions been madeOrdinary Course of Business, (By) the Transferor Taxes attributable to a change in legislation or the Servicer shall make the required deductions published practice of Taxesany Taxing Authority occurring in either case after Closing, and (Cz) any Transfer Taxes payable in connection the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable transactions contemplated by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentAgreement.

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCAThe Borrowers shall, and each does hereby, jointly and severally indemnify each Recipient, within ten (v10) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” butdays after demand therefor, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect full amount of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Indemnified Taxes applicable imposed or asserted on or attributable to additional sums amounts payable under this Section 8.2(a4.1) so that payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Party receives an amount equal Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted such payment or liability delivered to the relevant taxation authority in accordance Borrowers by a Lender (with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or a copy to the Administrative Agent), as applicable, or by the required receipts Administrative Agent on its own behalf or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself a Lender, shall be conclusive absent manifest error. (ii) Each Lender shall, and does hereby, severally indemnify the Administrative Agent within ten (10) days after demand therefor, for (x) any Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any Borrower to do so), (y) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.11 relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Owner, Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Credit Agreement or any other Loan Document against any amount due to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty under this clause (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentii).

Tax Indemnification. (a) Any Seller hereby indemnifies Buyer and all payments by its Affiliates against and agrees to hold them harmless from any Taxes and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding (and, with respect solely to breaches of the Transferor or the Servicer hereunder to any Ownerrepresentations contained in Section 3.15(d), any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, toll charges and other reasonable costs and expenses incurred with respect to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear remediation of any Insurance Contract) arising out of, and without deduction forincident to, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are a result of: (i) net income taxes without duplication of any of clauses (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net incomeii) through (v), franchise taxes the breach or inaccuracy of any of the representations and warranties contained in Section 3.19 or Section 3.15(d) (imposed without giving effect to any limitation or qualification as to “materiality” set forth in lieu any such representation or warranty); (ii) any breach of income taxes), any covenant or agreement of the Seller contained in Section 5.01(k) or this Article 8; (iii) Taxes of or attributable to the Company or any other taxes based Subsidiary for any Pre-Closing Tax Periods; (iv) Taxes imposed on the Company or measured by the net income any Subsidiary under Treasury Regulations Section 1.1502-6 (and any corresponding provisions of such Indemnified Party state, local or the gross receipts or income of such Indemnified Party, in each case (xforeign Law) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case a member of any Owner consolidated, unitary, combined or Participant, its applicable lending office located in, the jurisdiction imposing such similar group for any Pre-Closing Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, Period; and (v) in any amount required to be paid by the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to Company or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to Subsidiary under a law in effect on the date on which (1) such Owner became a party hereto Tax Sharing Agreement (other than pursuant to an assignment under Section 8.2(dthis Agreement) or Section 8.2(e) hereof)on a transferee or successor liability theory, or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder Taxes of any Person, if such agreement or application of transferee or successor liability theory was entered into, or relates to an Indemnified Party any transaction occurring, on account or prior to the Closing Date (collectively, a “Tax Loss”); provided that Seller shall have no liability for the payment of Collections on any Tax Loss to the Transferred Receivables, (A) extent that there is included in the case of Taxes other than Excluded Taxes, Closing Balance Sheet a specific liability or reserve relating to such Tax Loss or the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that Buyer or its Affiliate had otherwise been compensated for such Indemnified Party receives an amount equal Tax Loss pursuant to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, Total Closing Payment adjustment under Section 2.05; and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, howeverfurther, that that, with respect solely to indemnification by Seller for breach of Section 3.19(c) or Section 8.02, Seller’s maximum liability for all such breaches shall not exceed: (i) if such Ownerall Liquidations occur prior to Closing, Funding Agent $70,000,000; or Administrative Agent fails to provide notice to the Transferor or the Servicer(ii) otherwise, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent$90,000,000.

Tax Indemnification. The Transferor and hereby agrees to ------------------- pay, and to indemnify the Company from and against, any taxes which may at any time be asserted in respect of this transaction or the subject matter hereof or any funding agreement or the subject matter thereof (aincluding, without limitation, any sales, gross receipts, general corporation, personal property, privilege or license taxes, but not including any federal or (except as provided below) Any and all payments other income taxes imposed upon the Company, with respect to its net income or profits arising out of the transactions contemplated hereby), whether arising by reason of the acts to be performed by the Transferor hereunder or imposed against the Transferor or the Servicer hereunder to Company, the property involved or otherwise. If any Ownertax, any Funding Agent fee or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or charge measured by net income), franchise taxes (income or profits is imposed in lieu of income taxes), or with respect to any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or payment for the account of such Owner with respect to an applicable interest the Company provided for in this Agreement by any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto State or political subdivision thereof (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereofincome taxes of the Company), or (2) such Owner otherwise changes its lending officethe Transferor will, except in each case upon demand by the Company, pay an amount necessary to make the Company whole, taking into account any tax consequences to the extent thatCompany of the payment of such tax and the receipt of the indemnity provid- ed for by this Section 8.2, pursuant to Section 8.2(a), amounts with respect to including the effect of such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto tax or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for refund on the avoidance amount of doubt, Excluded Taxes shall not include any Taxes tax measured by net income or profits which is or was payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) Company in the case of Taxes other than Excluded Taxesjurisdiction in which its principal executive office is located, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if the Company enters into agreements for the transfer -------- ------- of interests in receivables from Other Transferors, the Company shall allocate among the Transferor and such Owner, Funding Agent or Administrative Agent fails to provide notice Other Transferors any amounts owing under this Section 8.2 which are attributable to the Transferor or to the ServicerOther Transferors ("Section 8.2 Costs"); provided, as applicablefurther, of the imposition of any that if such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably 8.2 ----------------- -------- ------- Costs are attributable to the period beginning on such 30th day Transferor and ending ten (10) Business Days after not attributable to any Other Transferor, the Transferor shall be solely liable for such Section 8.2 Costs or the Servicer receives notice from if such Owner, Funding Agent or the Administrative Agent. The Transferor will Section 8.2 Costs are attributable to Other Transferors and not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct Transferor, such Other Transferors shall be solely liable for such Section 8.2 Costs; and provided, further, that such Section 8.2 Costs -------- ------- shall include any amounts the Company must pay to the Liquidity Bank pursuant to the Liquidity Facility on account of any such Owner or Funding Agent or tax described in this Section 8.2 and applicable to the Administrative AgentLiquidity Bank.

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) Taxes excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” 740293053.3 21668437 but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.

Tax Indemnification. (a) Any Except as otherwise provided in this Article XVI, the Lessee shall pay and all payments by on written demand shall indemnify and hold each of the Transferor or Lessor, the Servicer hereunder to any OwnerTrustee, any Funding Agent or trustee under the Administrative Agent Mortgages and their respective successors and assigns (each an “Indemnified Party”collectively, the "Tax Indemnitees," and individually, a "Tax Indemnitee") under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free harmless from and clear of, and without deduction foragainst, any and all present or future fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, deductionscharges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (including backup withholding)any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section, assessmentsthe definition of "Taxes" includes amounts imposed on, fees incurred by, or other similar charges imposed asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) or imposed on or with respect to any Tax Indemnitee, the Lessee, the Leased Property or any portion thereof or the Land, or any subLessee or user thereof, by the United States or foreign governmental authority, including by any interest, additions state or local government or other taxing authority in the United States in connection with or in any way relating to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxesthe acquisition, minimum taxes and taxes computed under alternative methodsfinancing, at least one mortgaging, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, maintenance, repair, storage, transfer of which is based on title, redelivery, use, operation, condition, sale, return or measured by net income), franchise taxes (imposed in lieu other application or disposition of income taxes), all or any other taxes based on or measured by part of the net income of such Indemnified Party Leased Property or the gross receipts imposition of any Lien (or income incurrence of such Indemnified Party, in each case (x) imposed any liability to refund or pay over any amount as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereofLien) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets)thereon, (ii) any Taxes that would not have been imposed but for Basic Rent or Supplemental Rent or the failure of such Owner, Participant, Funding Agent receipts or Administrative Agent, as applicable, to provide and keep current (earnings arising from or received with respect to the extent legally able) Leased Property or any certification or other documentation required to qualify for an exemption frompart thereof, or reduced rate of, any such Taxes interest therein or required by this Agreement to be furnished by such Owner, Participant, Funding Agent any applications or Administrative Agent, as applicabledispositions thereof, (iii) any Taxes imposed as a result of a change by an Owner other amount paid or Participant of its lending office (payable pursuant to the Notes or any other than changes mandated by this Agreement or required by law)Operative Document, (iv) the Leased Property, the Land or any withholding Taxes imposed under FATCApart thereof or any interest therein, and (v) in all or any of the case of an OwnerOperative Documents, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner any other documents contemplated thereby and any amendments and supplements thereto and (vi) otherwise with respect to an applicable interest or in any Transferred Assets pursuant to a law in effect on connection with the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable transactions contemplated by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentOperative Documents.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Any or (b) above, the Credit Parties shall, and all payments do hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid or payable by the Transferor or the Servicer hereunder to any Owner, any Funding Agent Credit Parties or the Administrative Agent (each an “or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, whether or not such Indemnified Party”) under this Agreement, Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the extent allowed amount of any such payment or liability delivered to the Borrower by lawa Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be made in accordance with Section 2.8 free conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and clear ofthe L/C Issuer shall, and without deduction fordoes hereby, indemnify each Credit Party and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against (i) any and all present or future taxesTaxes and any and all related losses, leviesclaims, impostsliabilities, dutiespenalties, deductions, withholdings interest and expenses (including backup withholding)the reasonable and documented out-of-pocket fees, assessments, fees charges and disbursements of any counsel for each Credit Party and the Administrative Agent) incurred by or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all asserted against such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Credit Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed Administrative Agent by any Governmental Authority as a result of the recipient being organized under failure by such Lender or the laws ofL/C Issuer, as the case may be, to deliver, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present the inaccuracy, inadequacy or former connection between deficiency of, any documentation required to be delivered by such Lender or the recipient and L/C Issuer, as the jurisdiction imposing case may be, to such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received Credit Party or perfected a security interest under, engaged in any other transaction the Administrative Agent pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), subsection (e) and (ii) any Excluded Taxes attributable to such Lender, in each case, that would not have been imposed but for are payable or paid by the failure of such Owner, Participant, Funding Administrative Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by in connection with this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Credit Agreement or required by law), (iv) any withholding Taxes imposed under FATCAother Credit Document, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to any reasonable expenses arising therefrom or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) thereto, whether or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to not such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto correctly or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable legally imposed or asserted by the Helaba Owners contemplated by Section 8.1(a)(xviii))relevant Government Authority. If Each Lender and the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to L/C Issuer hereby authorizes the Administrative Agent for its own accountto set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as applicablethe case may be, under this Credit Agreement or any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.other

Tax Indemnification. (a) Any From and after the Closing, Globe shall indemnify, defend and hold harmless the DCC Indemnified Persons from and against and in respect of all payments Losses incurred by any of the Transferor DCC Indemnified Persons, whether or not involving a Third Party claim, which are caused by, arise from or are related to (i) all Taxes (or the Servicer hereunder to non-payment thereof) of the Brazilian Entities, WV Alloys, Alloy JV and the Alloy Business for any Owner, any Funding Agent or the Administrative Agent Pre-Closing Tax Period (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made determined in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”10.1(c) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assetshereof), (ii) the breach or inaccuracy of any Taxes representation or warranty set forth in Section 4.12 hereof (it being agreed that would for purposes of this Section 10.1(a)(ii) the representations and warranties set forth in Section 4.12 shall not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement be deemed to be furnished 70 qualified by such Owner, Participant, Funding Agent or Administrative Agent, as applicableany references therein to “materiality”), (iii) the breach or nonperformance of any Taxes imposed as a result of a change by an Owner covenant or Participant of its lending office (other than changes mandated by this Agreement or required by lawagreement set forth in Section 6.1(b)(xvi), (iv) any withholding all Taxes imposed under FATCAon any member of any consolidated, combined, affiliated or unitary group (including, without limitation any Taxes imposed pursuant to Treasury Regulation Section 1.1502-6 or a similar provision of any state, local or foreign Law) with which any of the Subject Entities files or has filed for any Pre-Closing Tax Period a Tax Return on a consolidated, combined, unitary or affiliated basis and (v) in all payments made by the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable Subject Entities to any Governmental Authority or for the account of such Owner with respect to an applicable interest in any Transferred Assets other Person pursuant to a law in effect on any Tax sharing, Tax indemnification or Tax allocation agreement or arrangement to which any of the date on which (1) such Owner became Subject Entities is or was a party hereto (other than pursuant to an assignment under Section 8.2(d) on or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case prior to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentClosing Date.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Any or (b) above, the Loan Parties shall, and all payments do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) required to be withheld or deducted by the Transferor or the Servicer hereunder to any Owner, any Funding Agent Loan Parties or the Administrative Agent (each an “Indemnified Party”without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) under this Agreementor payable or paid by the Administrative Agent, to such Lender or the extent allowed by lawL/C Issuer, shall be made in accordance with Section 2.8 free and clear ofas the case may be, and without deduction for, any and all present reasonable expenses arising therefrom or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable with respect thereto, including any related penalties whether or interest (all not such items and amounts being collectively referred to as “Taxes”) excluding Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed amounts arising as a result of the recipient being organized under gross negligence or willful misconduct of the laws ofAdministrative Agent, Lender or having its principal office orL/C Issuer, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as determined by a result final and nonappealable judgment of a present court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or former connection between the recipient and L/C Issuer for any reason fails to pay indefeasibly to the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any Taxes that would not have been imposed but for such demand on the failure Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, this subsection to provide set off and keep current (apply all amounts paid by the Loan Parties to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Administrative Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date on which (1) such Owner became a party hereto (other than pursuant Lender or the L/C Issuer, as the case may be, fails to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case pay indefeasibly to the extent thatAdministrative Agent as required by clause (ii) of this subsection. A certificate, pursuant prepared in good faith as to Section 8.2(a), amounts with respect the amount of any such payment or liability delivered to such Taxes were payable either to such Owner’s assignor immediately before such Owner became the Borrower by a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor Lender or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, L/C Issuer (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or a copy to the Administrative Agent), as applicable, or by the required receipts Administrative Agent on its own behalf or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor Lender or the ServicerL/C Issuer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will shall be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentconclusive absent manifest error.

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any OwnerEach Seller, any Funding Agent or the Administrative Agent severally (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free their Pro Rata Share) but not jointly, will indemnify and clear ofhold harmless Buyer Indemnitees from, and without deduction pay and reimburse Buyer Indemnitees for, any and all present Losses, directly or future taxesindirectly, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees relating to or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are arising from: (i) net income taxes all Taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one or the non-payment thereof) of which is based each Company for all Taxable periods ending on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by before the net income of such Indemnified Party or Closing Date and the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result portion through the end of the recipient being organized under Closing Date for any Taxable period that includes (but does not end on) the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Closing Date (“Pre-Closing Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred AssetsPeriod”), (ii) all Taxes of any Taxes that would not have been imposed but for member of an Affiliated Group of which any Company (or any predecessor of the failure of such Owner, Participant, Funding Agent foregoing) is or Administrative Agent, as applicable, to provide and keep current (was a member on or prior to the extent legally able) Closing Date, including pursuant to Treasury Regulation § 1.1502 6 (or any certification analogous or other documentation required to qualify for an exemption fromsimilar state, local, or reduced rate offoreign (including Canadian provincial or municipal) Law), any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, and (iii) all Taxes of any Taxes Person imposed on any Company as a result of a change by an Owner transferee or Participant of its lending office (other than changes mandated by this successor, under any Tax Sharing Agreement or required by law)pursuant to any Law, (iv) any withholding which Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect relate to an applicable interest in any Transferred Assets pursuant to a law in effect on event or transaction occurring before the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failureClosing; provided, however, that if such Ownerin the case of each of clauses (i), Funding Agent (ii), or Administrative Agent fails to provide notice (iii) the Sellers shall be liable, severally (in accordance with their Pro Rata Share) but not jointly, only to the Transferor extent that such Taxes exceed the amount, if any, reserved for such Taxes in the calculation of Working Capital pursuant to Section 2.13; provided, further that in no event shall Sellers be liable for any Taxes resulting from any action taken by Buyer or the Servicer, as applicable, any of the imposition Companies after the Closing on the Closing Date outside of the Ordinary Course of Business (unless such action taken by Buyer is required by Law); and provided, further, that notwithstanding anything to the contrary, other than as included in the calculation of Working Capital, Buyer will have no right to bring any claims against Sellers pursuant to Section 8.1, this Article IX or otherwise in respect of the U.S. Customs and Border Protection audit described on Section 4.17(a) of the Disclosure Schedule and any amounts due thereunder. The indemnification under this Section 9.1 shall not be subject to the indemnification limits set forth in Section 8.4 or elsewhere in this Agreement. The Sellers, severally (in accordance with their Pro Rata Share) but not jointly, shall pay Buyer Indemnitees for any Taxes that are the responsibility of the Sellers pursuant to this Section 9.1 (i) in the case of any such Taxes within thirty that are reportable on a Tax Return due after the Closing Date, three (303) Business Days following days prior to the receipt due date of actual such Tax Return filed in accordance with Section 9.2 or 9.3 (as applicable) below (including applicable extensions) or upon written notice demand for payment, whichever is later, and (ii) in the case of the imposition any other of such Taxes, there will be no obligation for within three (3) days after reasonable evidence that, taking into account the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect resolution of any interest contest of such Taxes under Section 9.10, such Taxes are payable or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Ownerupon written demand for payment, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentwhichever is later.

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes The Parent shall indemnify the Purchaser, CVS and their affiliates and, after the Closing, each of the Southern Entities from and against (including branch profit taxesA) any Taxes and Damages resulting from, minimum taxes and taxes computed arising out of, relating to or caused by any liability or obligation of the Purchaser or any Southern Entity for Taxes of any person other than the Purchaser or the Southern Entities (w) under alternative methodsTreasury Regulation Section 1.1502-6 (or any similar provision of state, at least one of which is based on local or measured by net incomeforeign law), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws oftransferee or successor, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed by contract, or (z) otherwise, (B) any increase in foreign, federal, state or local Taxes attributable to the deemed sale of assets resulting from the Section 338(h)(10) Elections or as a result consequence of a present Section 338 of the Code as applied by any state, local or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets)foreign jurisdiction, (iiC) any Taxes that would not have been imposed but for the failure breach of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by covenant in this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicableSection 4.12, (iiiD) any Taxes imposed as a result of a change by an Owner or Participant of its lending office on any Southern Entity for any Pre-Closing Tax Period and (other than changes mandated by this Agreement or required by law), (ivE) any withholding Taxes imposed under FATCA, and (v) breach of representation contained in Section 2.02(q)(xii). The Parent’s obligation to indemnify the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner Purchaser with respect to an applicable interest in any Transferred Assets pursuant to Taxes resulting from a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case Tax Matter shall be discharged to the extent that, pursuant to Section 8.2(a), amounts with respect to that the Parent’s defense of such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable Tax Matter has been materially prejudiced by the Helaba Owners contemplated Purchaser’s failure to comply with Section 4.12(f) of this Agreement. The Parent shall discharge its obligation to indemnify the Purchaser against such Pre-Closing Tax Period Taxes by Section 8.1(a)(xviii)). If paying to the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives Purchaser an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failureTaxes; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide the Purchaser provides the Parent with written notice of Pre-Closing Tax Period Taxes at least 30 calendar days prior to the Transferor date on which the relevant Taxes are required to be paid by the Purchaser or the Servicerapplicable Southern Entities, as applicablethe Parent shall, of if and to the imposition of any extent that it is liable for such Taxes within thirty (30) Business Days following hereunder, discharge its obligation to indemnify the Purchaser against such Taxes by paying an amount equal to the amount of such Taxes to the relevant Taxing Authority. The Parent shall provide the Purchaser evidence of such payment to the relevant Taxing Authority. Any payment required to be made under this paragraph shall be made not later than 30 calendar days after the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of that any such Owner or Funding Agent or the Administrative AgentTax has been incurred.

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, Except to the extent allowed by lawtreated as a liability in the calculation of Closing Working Capital, shall be made the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with Section 2.8 free and clear ofeach Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and without deduction for, any each Tyler Indemnified Party and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items hold them harmless from and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are against (i) net all income taxes Taxes of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; (including branch profit taxesii) all income Taxes of any member of an affiliated, minimum taxes and taxes computed under alternative methodsconsolidated, at least one combined, or unitary group of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax NWS (or any political subdivision thereofpredecessor of NWS) is or (y) imposed as was a result member on or prior to the Closing Date by reason of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document liability under Treasury Regulation Section 1.1502-6 or any Related Documentcomparable provisions of foreign, state, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, local Law; (iii) all income Taxes of any Taxes person imposed as a result on NWS arising under the principles of a change transferee or successor liability or by contract, relating to an Owner event or Participant of its lending office (other than changes mandated by this Agreement or required by law)transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any withholding Taxes imposed under FATCAclaim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vvi) in the case any failure or alleged failure of an Owner, U.S. federal withholding Taxes imposed on amounts payable NWS Plan to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof)comply with, or (2) such Owner otherwise changes its lending officebe exempt from, except in each case to Section 409A of the extent thatCode, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include including any Taxes payable arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct above cases, together with any Taxes from or reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxesconnection therewith, the sum payable shall be increased as may be necessary so that after making all required deductions Principal Shareholder and the Shareholders’ Representative (on behalf of Taxes the other Shareholders) shall, severally and not jointly (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes when due of NWS that are the responsibility of the Shareholders pursuant to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall this Section 8.4 within thirty (30) 15 Business Days after demand therefor pay to such Funding Agent, on behalf of itself Tyler or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide Surviving Company provides written notice to the Transferor or the Servicer, as applicable, Shareholders’ Representative of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition payment of such Taxes, there will be no obligation for which notice shall set forth the Transferor or the Servicer to make a amount and type of such Taxes with reasonable specificity, and certified evidence of payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentthereof.

Tax Indemnification. The Shareholder shall indemnify the Buyer and its affiliates including the Company and its Subsidiaries, and hold them harmless from (ai) Any all liability for Taxes (as defined in this Section 15(a)) of the Company and all payments its Subsidiaries (including, without limitation, those entities which the Company controls as a result of an irrevocable assignment of voting rights), not otherwise specifically required to be paid by the Transferor Company and its Subsidiaries as contemplated by Section 16, for all taxable periods ending on or before the Servicer hereunder Closing Date and for the portion of the Straddle Period (as defined in this Section 15(a)) ending on the Closing Date of any taxable period that includes (but does not end on) such day (the "Pre-Closing Tax Period"), (ii) all liability (as a result of Treasury Regulation ss. 1.1502-6(a) or otherwise) for Taxes of the Shareholder or any other corporation which is or has been affiliated with the Company or any of its Subsidiaries, (iii) all liability for Taxes resulting from the Section 338(g) and 338(h)(10) elections (or any comparable elections under any state, local or foreign tax laws) contemplated by Section 16(d), (iv) all liability for Taxes resulting from intercompany transactions occurring prior to the Closing Date or as a result of the transactions contemplated by this Agreement including, without limitation, liability under Treasury Regulations ss. 1.1502-13, (v) all liability for Taxes arising from the distribution permitted by Section 7(b)(i), (vi) all transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, and (vii) all liability for reasonable professional fees and expenses and any related interest and penalties attributable to any Owneritem in clause (i), (ii), (iii), (iv), (v) and (vi) above. The Buyer shall, and shall cause the Company and its Subsidiaries to, indemnify the Shareholder and its affiliates and hold them harmless from (i) all liability for Taxes of the Company for any Funding Agent or taxable period ending after the Administrative Agent Closing Date (each an “Indemnified Party”except to the extent such taxable period began before the Closing Date, in which case the Buyer's indemnity will cover only that portion of such Taxes that are not attributable to the Pre-Closing Tax Period), (ii) all liability for a breach by the Buyer of its obligations under this Agreement, and (iii) all liability for reasonable professional fees and expenses and any related interest and penalties attributable to the extent allowed by lawany item in clause (i) or (ii) above. For purposes of this Section 15 and Section 16, shall be made in accordance with Section 2.8 free and clear of"Tax" means any federal, and without deduction forstate, any and all present local or future taxesforeign income, leviesgross receipts, impostslicense, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs, duties, deductionscapital stock, withholdings franchise, profits, withholding, social security (including backup withholdingor similar), assessmentsunemployment, fees disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add on minimum, estimated or other similar charges imposed by tax of any United States or foreign governmental authoritykind whatsoever, including any interest, additions to tax penalty, or penalties applicable addition thereto, including any related penalties whether disputed or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCAnot, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in "Straddle Period" means any Transferred Assets pursuant to a law in effect taxable period that includes but does not end on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentClosing Date.

Tax Indemnification. Seller shall indemnify Buyer and hold Buyer harmless from and against any liability attributable to (a) Any and all payments by the Transferor any Taxes (or the Servicer hereunder to non-payment thereof) of the Company for all Pre-Closing Periods, (b) any OwnerTaxes of any member of an affiliated, any Funding Agent consolidated, combined or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one unitary group of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax Company (or any political subdivision thereofpredecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (yc) imposed as a result any Taxes of a present or former connection between the recipient and the jurisdiction imposing such Tax any Person (other than connections arising from such recipient having executedthe Company) imposed on the Company as a transferee or successor, delivered, become a party to, performed its obligations under, received payments under, received by contract or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreementany Law, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any which Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect relate to an applicable interest in any Transferred Assets pursuant to a law in effect on event or transaction occurring before the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failureClosing; provided, however, that if such Ownerin the case of clauses (a), Funding Agent or Administrative Agent fails to provide notice (b), and (c) above, Seller shall be liable only to the Transferor extent that any and all such Taxes exceed the aggregate amount, if any, reserved or otherwise recorded for any and all such Taxes in determining the ServicerClosing Net Asset Balance. Notwithstanding the foregoing, as applicableSeller shall not have any liability under this Section 9.6 (1) unless the aggregate amount of all such liabilities and expenses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an aggregate amount equal to $1,000,000; (2) to the extent the Company fails or has failed (or Buyer fails) to consult with Visteon regarding such Taxes prior to the initial filing of the imposition of any such Taxes within thirty relevant Tax Returns; (303) Business Days following to the receipt of actual written notice of extent the imposition of such Taxes, there will be no obligation for the Transferor Company fails or the Servicer has failed (or Buyer fails) to make a payment pursuant disclose to this Section 8.2(a) Visteon relevant information in respect of any interest or penalties reasonably attributable such Taxes prior to the period beginning on such 30th day initial filing of the relevant Tax Returns; and ending ten (104) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence extent the Company misrepresents or willful misconduct has misrepresented (or Buyer misrepresents) information to Visteon with respect to such Taxes. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income or receipts for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Company for a Straddle Period which relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Owner or Funding Agent or Tax for the Administrative Agententire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Tax Indemnification. (ai) Any If the Closing shall occur, Seller shall indemnify, defend and hold harmless the Buyer Indemnitees from and against, and reimburse any Buyer Indemnitees for, all payments by the Transferor or the Servicer hereunder to any Owner(A) Excluded Taxes, any Funding Agent or the Administrative Agent (each an “Indemnified Party”B) under this Agreement, Transfer Taxes to the extent allowed required to be borne by law, shall be Seller pursuant to Section 10.5; (C) Taxes arising from or in connection with the failure of any representation or warranty made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, Company in each case Section 3.10 (Taxes) to be true and correct (where (x) imposed references to “Material Adverse Effect” contained in such representation or warranty shall be deemed to be references to “material to the Company” and (y) all references to “material” contained in such representation or warranty (including references to “material to the Company” as a result of clause (x) above) shall be taken into account solely for purposes of determining whether such representation or warranty have been breached or violated, but not for purposes of calculating the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising Loss resulting from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received breach or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), violation (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent it being agreed that, pursuant for such purpose, all qualifications as to Section 8.2(a), amounts with respect to Material Adverse Effect and materiality contained in such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto representation or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer warranty shall be required by law to deduct any ignored); (D) Taxes arising from or in respect connection with any breach by the Company or Seller of any sum payable hereunder of their covenants or agreements contained herein; and (E) costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) attributable to an Indemnified Party on account of Collections on the Transferred Receivables, any item in clauses (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes through (other than Excluded TaxesD), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails Buyer Indemnitees shall not be entitled to provide notice to the Transferor or the Servicer, as applicable, of the imposition of recover any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a6.8(h)(i) in respect of any interest or penalties reasonably attributable to the period beginning on extent a Liability for such 30th day Taxes was specifically reflected and ending ten identified as such in the Net Working Capital. Notwithstanding Section 9.4(d) and Section 9.4(f), the limitations under Section 9.4(d) shall not apply to any claim under any of Section 6.8(h)(i)(A), (10B) Business Days after the Transferor or the Servicer receives notice from such Owner(D) (or, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence extent relating thereto, Section 6.8(h)(i)(E)) regardless of whether such claim could also be made under Section 6.8(h)(i)(C), and the limitations under Section 9.4(f)(B) shall not apply to any claim under Section 6.8(h)(i)(D) (or, to the extent relating thereto, Section 6.8(h)(i)(E)) regardless of whether such claim could also be made under any of Section 6.8(h)(i)(A), (B) or willful misconduct of any such Owner or Funding Agent or the Administrative Agent(C).

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or T-Mobile (EIP) Third A&R RPAA income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall T-Mobile (EIP) Third A&R RPAA within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.

Tax Indemnification. (a) Any Seller shall indemnify Buyer and its Affiliates (including the Transferred Subsidiaries) and each of their respective officers, directors, employees, stockholders, agents and representatives (collectively, the "BUYER INDEMNITEES") and hold them harmless from (i) all payments by liability for Taxes of the Transferor or Transferred Subsidiaries for the Servicer hereunder to any OwnerPre-Closing Tax Period, any Funding Agent or (ii) all Taxes arising out of a breach of the Administrative Agent representations and warranties set forth in Sections 3.08(c), (each an “Indemnified Party”f), (h) under and (i) of this Agreement, PROVIDED, HOWEVER, that there shall be no indemnity with respect to breaches of the representations and warranties set forth in Sections 3.08 (f) and (h) of this Agreement to the extent allowed liabilities resulting therefrom relate solely to United States Federal income Taxes or income Taxes of states, local jurisdictions or foreign jurisdictions that, for state, local or foreign law purposes, have adopted rules analogous to those set forth in Section 338(h)(10) of the Code and the Treasury Regulations promulgated thereunder, (iii) all liability (as a result of Treasury Regulation ss. 1.1502-6(a) or otherwise) for Taxes of the Selling Companies or any other person or entity (other than the Transferred Subsidiaries) which is or has been affiliated with any of the Transferred Subsidiaries prior to Closing, (iv) all liability for Taxes resulting from the Section 338(h)(10) Elections contemplated by lawSection 10.09 of this Agreement, shall (v) any payment required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contract (whether or not written) to which any Transferred Subsidiary was obligated, or was a party, on or prior to the Closing Date and (vi) all liability for reasonable legal fees and expenses for any item attributable to any item in accordance with Section 2.8 free clause (i), (ii), (iii), (iv) or (v) above. Notwithstanding the foregoing, Seller shall not indemnify and clear of, and without deduction forhold harmless the Buyer Indemnitees from any liability for Taxes attributable to any action taken after the Closing by Buyer, any and all present or future taxes, levies, imposts, duties, deductions, withholdings of its Affiliates (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxesthe Transferred Subsidiaries), or any other taxes based on transferee of Buyer or measured by any of its Affiliates, including the net income making of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (xany election under Section 338(g) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax Code (or any political subdivision thereofcomparable provision of state, local or foreign tax law) or (y) imposed as a result of a present or former connection between with respect to the recipient and the jurisdiction imposing such Tax Puerto Rico Company (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received (i) any action carried out or perfected a security interest under, engaged in effected under any other transaction pursuant binding commitment that any of the Selling Companies or the Transferred Subsidiaries enters or has entered into prior to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets)Closing, (ii) any Taxes that would not have been imposed but for action carried out or effected in the failure ordinary course of such Owner, Participant, Funding Agent business of the Transferred Subsidiaries or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as action expressly required by applicable law or regulations of any Tax or governmental authority or by this Agreement) (a result of "BUYER TAX ACT") or attributable to a change breach by an Owner or Participant Buyer of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable obligations under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentAgreement.

Tax Indemnification. (a) Any Following the Closing, Parent and Seller shall, jointly and severally, indemnify the Purchaser Indemnified Parties (including the Companies) and hold them harmless from (i) all payments by the Transferor or the Servicer hereunder Liability for Taxes of Newco and AHCGC (including any obligation to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, contribute to the extent allowed by lawpayment of a Tax determined on a consolidated, shall be made combined or unitary basis with respect to a group of corporations that includes or included Newco or AHCGC, and any Taxes resulting from the Elections except as provided in SECTION 6.7) for any Pre-Closing Tax Periods (determined in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdingthe methodology provided in SECTION 6.2(d)), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (ii) all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are Liability (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of Regulation Section 1.1502-6(a) or otherwise) for Taxes of Parent, Seller, Canadian Seller (including all Liability for Property Taxes arising out of the recipient being organized under ownership of the laws Canadian Assets for any Pre-Closing Tax Period (determined on a per diem basis consistent with the methodology of SECTION 8.4(c)(i)) or any other entity which is or has been an Affiliate of Newco or AHCGC (other than Newco and AHCGC), (iii) any and all Damages arising out of, resulting from or having its principal office orincident to any breach by Parent, Seller, or any of their Affiliates (other than, after the Closing, Newco and AHCGC) of any covenant contained in SECTION 4.1(xxiii) or (xxiv) or ARTICLE VI, (iv) any and all Damages arising out of, resulting from or incident to the breach of any representation or warranty made by Parent or Seller in SECTION 2.19 without regard to any qualification contained therein as to materiality or a Material Adverse Effect, except to the extent that any such Damages are otherwise indemnified pursuant to the foregoing clauses (i) - (iii), and (v) any and all Damages arising out of, resulting from or incident to the breach of any representation or warranty made by Parent or Seller in SECTION 2.19 without regard to any qualification contained therein as to materiality or Material Adverse Effect as if such representation or warranty were made on or as of the Closing Date (except in the case of any Owner representation or Participant, warranty that by its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed terms is made as a result of a present or former connection between date specified therein), except to the recipient and the jurisdiction imposing extent that any such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction Damages are otherwise indemnified pursuant to or enforced the foregoing clauses (i) - (iv). For purposes of this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred AssetsSECTION 8.4(a), (ii) any Taxes that shall include the amount of Taxes which would not have been imposed paid but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect application of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor credit or the Servicer shall make the required deductions of Taxes, and (C) the Transferor net operating loss or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably capital loss deduction attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentPost-Closing Tax Periods.

Tax Indemnification. (a) Any Except as otherwise provided in this Article XVI, the Lessee shall pay and all payments by on written demand shall indemnify and hold each of the Transferor or Lessor, the Servicer hereunder to any OwnerTrustee, any Funding Agent or trustee under the Administrative Agent Mortgages and their respective successors and assigns (each an “Indemnified Party”collectively, the "Tax Indemnitees," and individually, a "Tax Indemnitee") under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free harmless from and clear of, and without deduction foragainst, any and all present or future fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, deductionscharges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (including backup withholding)any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section, assessmentsthe definition of "Taxes" includes amounts imposed on, fees incurred by, or other similar charges imposed asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) or imposed on or with respect to any Tax Indemnitee, the Lessee, the Leased Property or any portion thereof or the Land, or any sublessee or user thereof, by the United States or foreign governmental authority, including by any interest, additions state or local government or other taxing authority in the United States in connection with or in any state or local government or other taxing authority in the United States in connection with or in any way relating to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxesthe acquisition, minimum taxes and taxes computed under alternative methodsfinancing, at least one mortgaging, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, maintenance, repair, storage, transfer of which is based on title, redelivery, use, operation, condition, sale, return or measured by net income), franchise taxes (imposed in lieu other application or disposition of income taxes), all or any other taxes based on or measured by part of the net income of such Indemnified Party Leased property or the gross receipts imposition of any Lien (or income incurrence of such Indemnified Party, in each case (x) imposed any liability to refund or pay over any amount as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereofLien) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets)thereon, (ii) any Taxes that would not have been imposed but for Basic Rent or Supplemental Rent or the failure of such Owner, Participant, Funding Agent receipts or Administrative Agent, as applicable, to provide and keep current (earnings arising from or received with respect to the extent legally able) Leased Property or any certification or other documentation required to qualify for an exemption frompart thereof, or reduced rate of, any such Taxes interest therein or required by this Agreement to be furnished by such Owner, Participant, Funding Agent any applications or Administrative Agent, as applicabledispositions thereof, (iii) any Taxes imposed as a result of a change by an Owner other amount paid or Participant of its lending office (payable pursuant to the Notes or any other than changes mandated by this Agreement or required by law)Operative Document, (iv) the Leased Property, the Land or any withholding Taxes imposed under FATCApart thereof or any interest therein, and (v) in all or any of the case of an OwnerOperative Documents, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner any other documents contemplated thereby and any amendments and supplements thereto and (vi) otherwise with respect to an applicable interest or in any Transferred Assets pursuant to a law in effect on connection with the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable transactions contemplated by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentOperative Documents.

Tax Indemnification. (a) Any Seller and all payments by the Transferor or the Servicer hereunder to any Ownereach Seller Owner shall, jointly and severally, indemnify Purchaser Indemnified Persons and hold them harmless from and against, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreementloss, to the extent allowed by lawclaim, shall be made in accordance with Section 2.8 free and clear ofliability, and without deduction forexpense, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions damage attributable to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes all Taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one or the non-payment thereof) of which is based the Company Parties for all taxable periods ending on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by before the net income of such Indemnified Party or Closing Date and the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result portion through the end of the recipient being organized under Closing Date for any taxable period that includes (but does not end on) the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Closing Date (“Pre-Closing Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred AssetsPeriod”), (ii) all Taxes of any Taxes that would not have been imposed but for member of an affiliated, consolidated, combined or unitary group of which the failure Company Parties (or any predecessor of such Owner, Participant, Funding Agent any of the foregoing) is or Administrative Agent, as applicable, to provide and keep current (was a member on or prior to the extent legally able) Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any certification analogous or other documentation required to qualify for an exemption fromsimilar state, local, or reduced rate ofnon-U.S. law or regulation, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, and (iii) any and all Taxes imposed as a result of a change by an Owner or Participant of its lending office any Person (other than changes mandated by this Agreement or required by law), (ivthe Company Parties) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to the Company Parties as a transferee or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto successor, by contract (other than (x) any contract solely among the Company Parties and (y) any credit or other commercial contract or agreement the principal purpose of which does not relate to Taxes) or pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof)any law, rule, or (2) such Owner otherwise changes its lending officeregulation, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such which Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder relate to an Indemnified Party on account of Collections on event or transaction occurring before the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failureClosing; provided, however, that if such Ownerin the case of clauses (i), Funding Agent or Administrative Agent fails to provide notice (ii), and (iii) above, Seller and Seller Owners shall be liable (jointly and severally) only to the Transferor extent that such Taxes exceed the sum of the Tax Reserve and the amount of any refund or credit of Taxes described in the proviso to the first sentence of Section 5.03(f) to which Purchaser or the ServicerCompany Parties are entitled (to the extent such refund or credit is not already accounted for in the Tax Reserve). Notwithstanding any other provision of this Agreement, as applicablein calculating the Taxes for which Seller and Seller Owners, on the one hand, and Purchaser and the Company Parties, on the other hand, are responsible for pursuant to Section 8.04(a) and Section 8.04(b), any items of income and gain that arise after the Closing on the Closing Date and that are not in the ordinary course of business of the imposition of Company Parties shall be deemed to arise on the day immediately succeeding the Closing Date. Seller and Seller Owners shall reimburse Purchaser for any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition Company Parties that are the responsibility of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment Seller and Seller Owners pursuant to this Section 8.2(a8.04(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten within fifteen (1015) Business Days after the Transferor payment of such Taxes by Purchaser or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentCompany Parties.

Tax Indemnification. (a) Any and all payments (of whatever nature and including taxes) made to the Buyer pursuant to this Agreement (including, but not limited to, the payments on the Purchased Receivables from the Account Debtors) shall be made free and clear of and without deduction or withholding for or on account of any taxes (including any sales, occupational, excise, gross receipts, personal property, privilege or license taxes, or withholdings or other deductions, but not including taxes imposed upon the Buyer with respect to its net income under the laws of the jurisdiction in which the Buyer is organized), withholdings or other deductions. If any taxes are required to be withheld or paid under this Section 5(c), then the Company or the applicable Seller and the Servicer, jointly and severally, shall pay such taxes to the applicable taxing authority and the Company or the applicable Seller shall send the original or a certified copy of the receipt evidencing such tax payment, within 30 days of the payment date, to and as directed by the Transferor Buyer. The Company and the applicable Seller, jointly and severally, shall pay and indemnify and hold the Buyer harmless from and against, any taxes that may at any time be asserted in respect of the transactions contemplated hereunder (including any sales, occupational, excise, gross receipts, personal property, privilege or license taxes, or withholdings or other deductions, but not including taxes imposed upon the Buyer with respect to its net income under the laws of the jurisdiction in which the Buyer is organized), and all reasonable costs, expenses and counsel fees in defending against the same, whether arising by reason of the acts to be performed by any Seller or the Servicer hereunder to or otherwise, without duplication for any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor Seller or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment has paid pursuant to this Section 8.2(a5(c). All indemnifications required to be made under this Section 5(c) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending shall be made within ten (10) Business Days after days from the Transferor or date the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentBuyer makes written demand therefor.

Tax Indemnification. (i) The Stockholder Representatives shall be responsible for, and shall indemnify Parent, the Company, and Affiliates thereof for, severally and not jointly, any Damages attributable to (a) Any and Pre-Closing Taxes, (b) Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, (c) all payments by Taxes of any person imposed on any Acquired Company or any other liability imposed under any Tax sharing, Tax indemnity, Tax allocation or similar contracts (whether or not written) to which the Transferor Company or any of its Subsidiaries was obligated, or was a party, on or prior to the Servicer hereunder Closing Date, (d) notwithstanding Section 8.4, any loss, liability, claim, damage or expense attributable to any Ownerbreach of any representation or warranty contained in Section 4.1(l)(v), any Funding Agent Section 4.1(l)(vii) or the Administrative Agent (each an “Indemnified Party”Section 4.1(l)(viii) under this Agreement, to the extent allowed by lawin any case, shall be made the amount of such Taxes exceeds the accrual for such Taxes in the determination of Final Net Working Capital, (e) the actual cost (net of any net operating loss carryforward available from a Pre-Closing Tax Period available to reduce such cost) to the Company of not being able to deduct any payment, benefit or compensation in accordance with Section 2.8 free and clear of, and without deduction for, any and all present Applicable Employee Plan required to be provided after the Closing to current or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by former employees of any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed Acquired Companies as a result of the recipient being organized under application of Section 280G thereto (except as such lack of deductibility is caused or triggered by any Parent Controlled Employee Payment) and (f) the laws of, or having its principal office or, in value and cost to the case Company of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts gross-up payable to or for the account of such Owner with respect to any person who owes an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment excise tax under Section 8.2(d) 4999 of the Code if the liability for such excise tax arises out of or Section 8.2(e) hereof)is triggered by a payment, benefit or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority compensation in accordance with applicable law. If the Transferor an Applicable Employee Plan (except as such excise tax is caused or the Servicer fail to pay triggered by any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentParent Controlled Employee Payment).

Tax Indemnification. (a) Any The Sellers shall indemnify the Buyer and all payments by the Transferor Company and hold the Buyer and the Company harmless from and against (i) any liability for Taxes of the Company for any taxable period that ends on or before the Servicer hereunder to Closing Date and the portion of any Owner, any Funding Agent or Straddle Period ending on the Administrative Agent Closing Date (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made determined in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding5.3.4(c), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) unpaid Taxes of any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office Person (other than changes mandated by this Agreement the Company) (A) under Treasury Regulation section 1.1502-6(a) (or required by any similar provision of state, provincial, local or foreign law), (iv) for Taxes of the Sellers or any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto other Person (other than pursuant the Company) which is or has ever been affiliated with the Company, or with whom the Company otherwise join or have ever joined (or are or have ever been required to an assignment under Section 8.2(djoin) in filing any consolidated, combined or Section 8.2(e) hereof)unitary Tax Return, prior to the Closing, or (2B) such Owner otherwise changes its lending officeas a successor, except by Contract, or otherwise, in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” butcase, for the avoidance purposes of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, this clause (Aii) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; providedaffiliation, howeversuccession, Contract or other arrangement that if such Owner, Funding Agent existed on or Administrative Agent fails to provide notice prior to the Transferor Closing; and (iii) all liability for Taxes for any breach of the Sellers’ representations and warranties contained in Section 3.14 or 3.15(k) with respect to the Company (subject to the last sentence of this Section 5.3.4(a)); and (iv) all liability for any breach of the Sellers’ covenants and agreements in Sections 2.2.2(g) and 5.3 relating to Taxes. Notwithstanding the foregoing, the Sellers shall not indemnify, defend or hold harmless the Buyer or the ServicerCompany from any liability for (1) Taxes that are attributable to any action taken (including without limitation any election or position taken on or with respect to a Tax Return filed after the Closing Date by the Buyer) or failure to act (which would otherwise give rise to the Sellers indemnity payment) that (i) is made after the Closing by the Buyer, as applicable, or any transferee of the imposition of any such Taxes within thirty Buyer, (30ii) Business Days following Buyer does not reasonably believe is required by Law and (iii) is not either made at the receipt of actual written notice request or direction of the imposition of such TaxesSellers or expressly contemplated by this Agreement (a “Buyer Tax Act”), there will be no obligation (2) Taxes that are accrued as liabilities or reserved against on the Financial Statements, or (3) Taxes that (i) are accrued as liabilities or reserved against consistent with past practice on the Company’s interim financial statements for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day January 1, 2007 and ending ten on the Closing Date and (10ii) Business Days after arise in the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect ordinary course of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentbusiness.

Tax Indemnification. The Sellers shall severally (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (based on each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear ofSeller's Indemnification Share), and without deduction fornot jointly, indemnify the Buyer Indemnitees and hold them harmless from and against any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions Loss attributable to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes all Income Taxes (including branch profit taxes, minimum taxes or the non-payment thereof) of the Company and taxes computed under alternative methods, at least one of which is based its Subsidiaries for all Taxable periods ending on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by before the net income of such Indemnified Party or Closing Date and the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result portion through the end of the recipient being organized under Closing Date for any Taxable period that includes (but does not end on) the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Closing Date ("Pre-Closing Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred AssetsPeriod"), (ii) all Income Taxes of any Taxes that would not have been imposed but for member of an Affiliated Group of which the failure Company or any Subsidiary (or any predecessor of such Owner, Participant, Funding Agent the foregoing) is or Administrative Agent, as applicable, to provide and keep current (was a member on or prior to the extent legally able) Closing Date, including pursuant to Treasury Regulation SS.1.1502-6 (or any certification analogous or other documentation required to qualify for an exemption fromsimilar state, local, or reduced rate offoreign law or regulation), any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, and (iii) any and all Income Taxes of any Person imposed on the Company or any Subsidiary as a result of a change transferee or successor, by an Owner contract or Participant of its lending office (other than changes mandated by this Agreement pursuant to any law, rule, or required by law)regulation, (iv) any withholding which Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect relate to an applicable interest in any Transferred Assets pursuant to a law in effect on event or transaction occurring before the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so Closing; provided that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation claims for the Transferor or the Servicer to make a payment indemnity pursuant to this Section 8.2(a10.06(d) in respect of any interest or penalties reasonably attributable shall not be subject to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor DeMinimis Amount or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to Deductible Basket; and provided further that no Seller shall be liable under this Section 8.2(a10.06(d) in respect (together with any indemnification claim amounts owing by such Seller under Section 10.02(a) and Section 10.02(b)) for more than the portion of incremental taxesthe Actual Purchase Price and the portion of the Contingent Payment and Second Contingent Payment, interest or penalties reasonably attributable to the negligence or willful misconduct of any if any, received by such Owner or Funding Agent or the Administrative AgentSeller.

Tax Indemnification. (a) From and after the Closing Date, the Diageo Tax Indemnitors shall pay or cause to be paid, and jointly and severally shall indemnify each General Xxxxx Tax Indemnitee and protect, save and hold each General Xxxxx Tax Indemnitee harmless from and against the following Taxes: (i) Any Tax imposed upon or relating to Diageo or any of the Continuing Affiliates for any period, including any such Tax for which any of the Business Entities (or any Non-Controlled Foreign Entity or Subsidiary thereof) may be liable (w) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), (x) as a transferee or successor, (y) by contract or (z) otherwise; A-44 <PAGE> (ii) Any Tax imposed upon or relating to any of the Business Entities for any Pre-Closing Period; and all payments by (iii) Any Tax imposed upon, relating to or resulting from (x) the Transferor Merger or the Servicer hereunder to any Ownerprovisions of Section 2.13 or 2.14 hereof (except, any Funding Agent or the Administrative Agent (in each an “Indemnified Party”) under this Agreementcase, to the extent allowed by lawset forth in Section 7.3(b)(ii) below), (y) any of the Subsidiary Purchases or (z) any restructuring undertaken in contemplation of the Merger or any of the Subsidiary Purchases. (b) From and after the Closing Date, the General Xxxxx Tax Indemnitors shall pay or cause to be made in accordance with Section 2.8 free and clear ofpaid, and without deduction forjointly and severally shall indemnify each Diageo Tax Indemnitee and protect, any save and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items hold each Diageo Tax Indemnitee harmless from and amounts being collectively referred to as “against the following Taxes”) excluding any such Taxes that are : (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on Any Tax imposed upon or measured by net income), franchise taxes (imposed in lieu of income taxes), or relating to any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of Business Entities for any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient Post-Closing Period; and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes Any Tax imposed upon the Pillsbury Stockholder on the Merger that would not have been imposed arisen but for a breach by General Xxxxx of any of the failure representations set forth in Section 7.2. (c) Except as otherwise provided in Section 7.7, payment in full of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant amount due to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable Tax Indemnitee under this Section 8.2(a) so that such Indemnified Party receives an amount equal 7.3 shall be made to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority affected Tax Indemnitee in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) immediately available funds at least two Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to before the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, date payment of the imposition of any Taxes to which such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this relates is due. Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent7.4. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.SECTION 338(G)

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Any or (b) above, each(i) Each of the Credit PartyParties shall, and all payments does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C Issuereach Recipient, and shall make payment in respect thereof within tenthirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Transferor or the Servicer hereunder to any Owner, any Funding Agent such Credit Party or the Administrative Agent (each an “Indemnified Party”3.01) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present payable or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured paid by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, such Lender or such L/C Issuer, as applicablethe case may besuch Recipient or required to be withheld or deducted from a payment to such Recipient, to provide and keep current (any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Credit PartyA certificate as to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account amount of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) payment or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case liability delivered to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became Borrowers by a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor Lender or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, L/C Issuer (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or a copy to the Administrative Agent), as applicable, or by the required receipts Administrative Agent on its own behalf or other required documentary evidence, the Transferor on behalf of a Lender or the Servicer, as applicableL/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within thirty tenthirty (30) Business Days days after demand therefor therefor, for any amount which a Lender or anthe L/C Issuer for any reason fails to pay to such Funding Agent, on behalf of itself or such Owner, or indefeasibly to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable required by such Owner, Funding Agent or Administrative Agent, clause (ii) of this subsection. A certificate as applicable, as a result to the amount of any such failure; provided, however, that if such Owner, Funding Agent payment or Administrative Agent fails to provide notice liability delivered to the Transferor Borrowers by a Lender or the Servicer, as applicable, of the imposition of any such Taxes within thirty an L/C Issuer (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer with a copy to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes), interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or by the Administrative AgentAgent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest errorpursuant to Section 3.01(c)(ii) below.

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection 736942168 19632398738387080 between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The 736942168 19632398738387080 Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.

Tax Indemnification. The Sellers shall severally (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (based on each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear ofSeller's Indemnification Share), and without deduction fornot jointly, indemnify the Buyer Indemnitees and hold them harmless from and against any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions Loss attributable to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes all Taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one or the non-payment thereof) of which is based the Company for all Taxable periods ending on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by before the net income of such Indemnified Party or Closing Date and the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result portion through the end of the recipient being organized under Closing Date for any Taxable period that includes (but does not end on) the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Closing Date ("Pre-Closing Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred AssetsPeriod"), (ii) all Taxes of any Taxes that would not have been imposed but for member of an Affiliated Group of which the failure Company (or any predecessor of such Owner, Participant, Funding Agent the foregoing) is or Administrative Agent, as applicable, to provide and keep current (was a member on or prior to the extent legally able) Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 (or any certification analogous or other documentation required to qualify for an exemption fromsimilar state, local, or reduced rate offoreign law or regulation), any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, and (iii) any and all Taxes of any Person imposed on the Company as a result of a change transferee or successor, by an Owner contract or Participant of its lending office (other than changes mandated by this Agreement pursuant to any law, rule, or required by law)regulation, (iv) any withholding which Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect relate to an applicable interest in any Transferred Assets pursuant to a law in effect on event or transaction occurring before the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failureClosing; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation claims for the Transferor or the Servicer to make a payment indemnity pursuant to this Section 8.2(a10.04(d) shall not be subject to the De Minimis Amount, the Deductible Basket or the Cap; provided, further that no Seller shall be liable under Section 10.04(d) together with any amounts paid or owed by such Seller under clause (1) of Section 10.02(a) and clause (1) of Section 10.02(b) for more than such Seller's Indemnification Share of the Overall Cap. Buyer Indemnitees shall not be entitled to indemnification under this Section 10.04(d) for any Taxes to the extent they have received indemnification proceeds in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Taxes under Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent10.02(a).

Tax Indemnification. Each Buyer Indemnified Party shall be indemnified and held harmless by, and shall be entitled to payment and reimbursement from, the Shareholders on a Pro Rata Basis and, except with respect to Principal Shareholders, solely and exclusively from the Indemnity Escrow from and against any Loss attributable to (a) Any and all payments by the Transferor any Taxes (or the Servicer hereunder to non-payment thereof) of the Company for all the taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Ownertaxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), any Funding Agent or the Administrative Agent (each an “Indemnified Party”b) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax Person (other than connections arising from such recipient having executedthe Company) imposed on the Company as a transferee or successor, delivered, become a party to, performed its obligations under, received payments under, received by contract or perfected a security interest under, engaged in any other transaction pursuant to any law, rule or enforced this Agreementregulations, which Taxes relate to an event or transaction occurring on or before the Closing, (c) any Conduit Support Document and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company or a Company Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any Related Documentanalogous or similar state, local, provincial or sold foreign law or assigned an interest in any Transferred Assets)regulation, and (iid) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent any of the representations and warranties contained in Section 3.12 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein) or Administrative Agent, as applicable, the failure to provide and keep current (to the extent legally able) perform any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by covenant contained in this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Ownerin the case of clauses (a), Funding Agent or Administrative Agent fails to provide notice (b), (c) and (d) above, Shareholders shall be liable only to the Transferor or extent that such Taxes exceed the Serviceramount, as applicableif any, that has been accrued for such Taxes (excluding any accrual for deferred Taxes) on the face of the imposition of Closing Balance Sheet (rather than in any such Taxes within thirty (30notes thereto) Business Days following and taken into account in determining the receipt of actual written notice Working Capital Adjustment provided in Section 2.6, and provided, further, that the maximum aggregate Liability of the imposition of such TaxesShareholders under Sections 6.3, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day 6.7 and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will 6.17 shall not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentexceed $7,500,000.

Tax Indemnification. (a) Any From and all payments by after the Transferor Closing, solely to the extent any such amount of Tax or Loss was not included in the calculation of the Final Purchase Price (as an item included in Working Capital, the Closing Indebtedness Amount, or the Servicer hereunder Closing Transaction Expenses Amount), Parent shall indemnify and hold harmless the Purchaser Indemnitees with respect to any OwnerLosses incurred or sustained by, or imposed upon any Funding Agent such Purchaser Indemnitee or any of its beneficial owners as a result of, arising out of or relating to, without duplication, the Administrative Agent amount of (each an “Indemnified Party”A) under this AgreementTaxes incurred by, or imposed on any of the Transferred Entities (or with respect to a Transferred Entity, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (Tax by operation of Law is payable by another Transferred Entity including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, a flowthrough or having its principal office or, partnership for applicable Tax purposes) in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax a taxable period (or any political subdivision portion thereof) ending on or prior to the Closing Date that resulted directly from (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed incurred but for for) (i) the failure consummation of such Ownerthe steps constituting the Pre-Closing Restructuring, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” butincluding, for the avoidance of doubt, Excluded any sales, use, transfer, real property transfer, registration, documentary, conveyance, franchise, goods and services, stamp, value added or similar Taxes and related fees and costs imposed on or payable in connection with the Pre-Closing Restructuring, (ii) any “de-grouping” or similar charges payable as a result of the transactions contemplated by this Agreement and any ancillary agreement (including the Pre-Closing Restructuring), and (iii) settling, eliminating or cancelling any intercompany accounts or arrangements as required by Section 6.7 or Section 6.8, and (B) any Income Taxes of Purchaser (or any of the Purchaser Indemnitees or their beneficial owners) pursuant to Section 951 or 951A of the Code relating to a Transferred Entity to the extent allocable to a Pre-Closing Tax Period applying the principles of Section 8.2(e) (and taking into account Section 250 of the Code and assuming, for this purpose, and for purposes of determining offsetting Tax Benefits pursuant to Section 8.2(c) with respect thereto that the taxable year of any Transferred Entity that is a “controlled foreign corporation” within the meaning of Section 957 of the Code shall be deemed to terminate as of the Closing), but only to the extent such Income Taxes arise from and would not have been incurred but for the consummation of the steps constituting the Pre-Closing Restructuring. For the avoidance of doubt, Parent shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct indemnify any Taxes from or Purchaser Indemnitee in respect of any sum payable hereunder Taxes incurred by Purchaser’s beneficial owners pursuant to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor 951 or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, 951A of the imposition of Code, except in connection with Section 8.2(a)(B). Notwithstanding the foregoing, in no event shall Parent be required to indemnify any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment Purchaser Indemnitee pursuant to this Section 8.2(a) in respect of for any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentExcluded Taxes.

Tax Indemnification. Notwithstanding anything in this Agreement to the contrary, Sellers shall indemnify Buyer and its respective Related Persons (including each Acquired Company) and hold them harmless from (a) Any and all payments by liability for Taxes of each Acquired Company for any tax period ending on or prior to the Transferor or the Servicer hereunder to Closing Date, (b) all liability for Taxes of each Acquired Company for any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, Straddle Period to the extent allowed by law, shall be made allocated to the portion of the Straddle Period ending on the Closing Date in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding5.12(b), assessments, fees or other similar charges imposed by (c) all liability for Taxes of any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one Acquired Company arising out of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result breach of the recipient being organized under representations and warranties contained in Section 3.11, (d) any liability for Taxes resulting from the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax failure by Sellers (or any political subdivision Related Person thereof (other than the Acquired Companies)) or from the failure prior to the Closing of any Acquired Company to perform or observe in any respect Sellers’ (or its) obligations and covenants under this Section 5.12, (e) any payments required to be made by any Acquired Company after the Closing Date to any third party (other than 41 any Acquired Company, Buyer (or any Related Person thereof) or (yany successor or transferee of any of the foregoing) imposed as a result of a present under any Tax sharing, Tax indemnity, Tax allocation or former connection between the recipient and the jurisdiction imposing similar contracts, whether or not written, entered into by such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (Acquired Company prior to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCAClosing, and (vf) in the case of an Ownerclauses (a), U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto b), (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereofc), (d), or (2e), all reasonable legal, accounting, appraisal, consulting, or similar fees and expenses attributable to such Taxes or liabilities; provided, however, and notwithstanding anything in this Section 5.12(a) such Owner otherwise changes its lending officeto the contrary, except in each case Sellers shall be liable for Taxes only to the extent that, pursuant to Section 8.2(a), amounts with respect to that such taxes are in excess of the amount reserved by the Acquired Companies for Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for and which are reflected on the Balance Sheet and the Interim Balance Sheet. For the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable no indemnification payments under this Section 8.2(a5.12(a) so that such Indemnified Party receives an amount equal shall be subject to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority limitations on indemnity contained in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failureSection 10; provided, however, that if such Ownerindemnification payments relating to liability for sales and use, Funding Agent or Administrative Agent fails to provide notice reclamation, excise and payroll taxes shall be subject to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this limitations on indemnity contained in Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one Without limiting the provisions of which is based on Section 3.01(a) or measured by net income3.01(b), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCABorrowerLoan Parties shall, and (v) in the case of an Ownerdoes hereby, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof)jointly and severally, or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to indemnify the Administrative Agent, as applicableeach Lender and the L/C Issuer, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, and shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending thereof, within ten (10) Business Days after demand therefor, for the Transferor full amount of any Indemnified Taxes or the Servicer receives notice from such Owner, Funding Agent Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent. The Transferor will not have an obligation , such Lender or the any L/C Issuer, as the case may be, or required to make be withheld or deducted from a payment pursuant to this Section 8.2(a) the Administrative Agent, such Lender or any L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of incremental taxesany payments by or on account of any obligation of the BorrowerLoan Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, interest whether or penalties reasonably attributable not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the negligence or willful misconduct amount of any such Owner payment or Funding Agent liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent.), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of Section 3.01(a) or 3.01(b), each Lender and the L/C Issuer shall, and do hereby, indemnify the BorrowerLoan Parties and the Administrative Agent, and shall make payment in respect thereof, within ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and

Tax Indemnification. The Transferor and the Collection Agent hereby agree to pay, and to indemnify the Company and the Administrative Agent from and against, any taxes which may at any time be asserted in respect of this transaction or the subject matter hereof or any funding agreement or the subject matter thereof (aincluding any sales, gross receipts, general corporation, personal property, privilege or license taxes, but not including any federal or (except as provided below) Any and all payments other income taxes imposed upon the Company and/or the Administrative Agent, with respect to its net income or profits arising out of the transactions contemplated hereby), whether arising by reason of the acts to be performed by the Transferor hereunder or imposed against the Transferor, or the Servicer hereunder Company and/or the Administrative Agent, the property involved or otherwise. If any tax, fee or similar charge measured by net income or profits is imposed or with respect to any Owner, any Funding Agent payment for the account of the Company or the Administrative Agent (each an “Indemnified Party”) under provided for in this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed Agreement by any United States State or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax thereof (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assetsincome taxes of the Company), (ii) any Taxes that would not have been imposed but for the failure of such OwnerTransferor will, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable upon demand by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor Company or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, pay an amount necessary to make the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to Company and/or the Administrative Agent whole, taking into account any tax consequences to the Company of the payment of such tax and the receipt of the indemnity provided for its own accountby this Section 8.2, as applicable, any incremental taxes, interest including the effect of such tax or penalties that may become refund on the amount of tax measured by net income or profits which is or was payable by such Ownerthe Company and/or the Administrative Agent in the jurisdiction in which its principal executive office is located, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or the Company and/or the Administrative Agent fails to provide notice enters into agreements for the transfer of interests in receivables from Other Transferors, the Company shall allocate among the Transferor and such Other Transferors any amounts owing under this Section 8.2 which are attributable to the Transferor or to the ServicerOther Transferors ("Section 8.2 Costs"); provided, as applicablefurther, of the imposition of any that if such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably 8.2 Costs are attributable to the period beginning on such 30th day Transferor and ending ten (10) Business Days after not attributable to any other Transferor, the Transferor shall be solely liable for such Section 8.2 Costs or the Servicer receives notice from if such Owner, Funding Agent or the Administrative Agent. The Transferor will Section 8.2 Costs are attributable to Other Transferors and not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct Transferor, such Other Transferors shall be solely liable for such Section 8.2 Costs; and provided, further, that such Section 8.2 Costs shall include any amounts the Company and/or the Administrative Agent must pay to the Liquidity Bank pursuant to the Liquidity Facility on account of any such Owner or Funding Agent or tax described in this Section 8.2 and applicable to the Administrative AgentLiquidity Bank.

Tax Indemnification. (a) Any From and all payments by after the Transferor Closing, solely to the extent any such amount of Tax or Loss was not included in the calculation of the Final Purchase Price (as an item included in Working Capital, the Closing Indebtedness Amount, or the Servicer hereunder Closing Transaction Expenses Amount), Parent shall indemnify and hold harmless the Purchaser Indemnitees with respect to any OwnerLosses incurred or sustained by, or imposed upon any Funding Agent such Purchaser Indemnitee or any of its beneficial owners as a result of, arising out of or relating to, without duplication, the Administrative Agent amount of (each an “Indemnified Party”A) under this AgreementTaxes incurred by, or imposed on any of the Transferred Entities (or with respect to a Transferred Entity, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (Tax by operation of Law is payable by another Transferred Entity including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, a flowthrough or having its principal office or, partnership for applicable Tax purposes) in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax a taxable period (or any political subdivision portion thereof) ending on or prior to the Closing Date that resulted directly from (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed incurred but for for) (i) the failure consummation of such Ownerthe steps constituting the Pre-Closing Restructuring, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” butincluding, for the avoidance of doubt, Excluded any sales, use, transfer, real property transfer, registration, documentary, conveyance, franchise, goods and services, stamp, value added or similar Taxes and related fees and costs imposed on or payable in connection with the Pre-Closing Restructuring, (ii) any “de-grouping” or similar charges payable as a result of the transactions contemplated by this Agreement and any ancillary agreement (including the Pre-Closing Restructuring), and (iii) settling, eliminating or cancelling any intercompany accounts or arrangements as required by Section 6.7 or Section 6.8 and (B) any Income Taxes of Purchaser (or any of the Purchaser Indemnitees or their beneficial owners) pursuant to Section 951 or 951A of the Code relating to a Transferred Entity to the extent allocable to a Pre-Closing Tax Period applying the principles of Section 8.2(e) (and taking into account Section 250 of the Code and assuming, for this purpose, and for purposes of determining offsetting Tax Benefits pursuant to Section 8.2(c) with respect thereto that the taxable year of any Transferred Entity that is a “controlled foreign corporation” within the meaning of Section 957 of the Code shall be deemed to terminate as of the Closing), but only to the extent such Income Taxes arise from and would not have been incurred but for the consummation of the steps constituting the Pre-Closing Restructuring. For the avoidance of doubt, Parent shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct indemnify any Taxes from or Purchaser Indemnitee in respect of any sum payable hereunder Taxes incurred by Purchaser’s beneficial owners pursuant to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor 951 or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, 951A of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such TaxesCode, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this except in connection with Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent8.2(a)(B).

Tax Indemnification. (a) Any From and all payments by after the Transferor or Closing, the Servicer hereunder to any OwnerSellers shall indemnify, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreementdefend and hold harmless, to the fullest extent allowed permitted by lawapplicable Law, shall be made the Purchasers and their Indemnified Parties from, against and in accordance with Section 2.8 free and clear of, and without deduction for, respect of any and all present or future taxes, levies, imposts, duties, deductions, withholdings Losses (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Partyincluding, in each case (xcase, any related interest, penalties, reasonable attorney’s fees and other out-of-pocket expenses, as and when incurred) imposed based upon, arising out of or incurred as a result of (i) any Taxes and any withholding obligations with respect to the recipient being organized under sale of the laws ofPurchased Shares, including in connection with (x) any lack of validity or having its principal office or, in the case revocation of any Owner NOC issued to a Seller or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) an Employee Seller or (y) imposed as the failure by any Seller or Employee Seller to furnish the Purchasers with a result copy of a present or former connection between an NOC prior to the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets)Closing, (ii) any Taxes that would not have been imposed but for the failure Tax demand outstanding (disputed or otherwise) or arising in respect of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, any Tax claim with regard to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicableSeller, (iii) any Taxes imposed and any withholding obligations with respect to the Company and the MAA Business for all Tax years orthe periods prior to the Closing as a result prescribed by the statute of a change by an Owner limitations, or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) without limiting clause (iii) above, any withholding Taxes imposed under FATCA, and (v) in Tax liability incurred by or claim made upon the case Company for all Tax years orthe periods prior to the Closing as prescribed by the statute of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner limitations with respect to an any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable interest in Law from any Transferred Assets pursuant to a law in effect Tax Authority, any withholding Tax liability arising out of any transactions of the Company or any VAT liability on account of any licensing or procurement of content or any other business activity of the date Company, and any service Tax liability on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof)account of any business transactions whatsoever. Notwithstanding the foregoing, or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes Sellers shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or indemnify the Purchasers and/or the Indemnified Parties in respect of any sum payable hereunder outstanding Losses as set out in items (iii) or (iv) above to an Indemnified Party on account of Collections on the Transferred Receivables, (A) extent that provision has been made in the case Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes other than Excluded Taxes, to the sum payable fullest extent permitted under applicable law; provided however that the Sellers shall be increased as may be necessary so that after making all required deductions liable to indemnify the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative AgentCompany, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentaforementioned.

Tax Indemnification. Seller shall indemnify Buyer, its affiliates (aincluding Valero, the Company and their respective affiliates) Any and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from (i) all payments liability for Taxes of the Company and the Subsidiaries for the pre-Closing Tax Period, other than ad valorem property Taxes due for the current tax period, (ii) all liability (as a result of Treasury Regulation s1.1502-6(a) or otherwise or any comparable state, local or foreign tax law) for Taxes of Seller or any other corporation which is or has been affiliated, or been part of a combined, unitary or consolidated group, with Seller (other than the Company), (iii) all liability for Taxes resulting from the Section 338(g) and 338(h)(10) elections (or any comparable elections under state or local Tax law) contemplated by Section 12(a) and (iv) any other cost or expense relating to such Taxes (including reasonable legal fees and expenses) other than as provided in this Section 11(a). Notwithstanding the Transferor foregoing, Seller shall not indemnify and hold harmless Buyer and its affiliates, and each of their respective officers, directors, employees and agents, from any liability for Taxes attributable to any action taken after the Closing by Buyer, any of its affiliates (including Valero or the Servicer hereunder Company) or any transferee of Buyer or any of its affiliates (other than any such action expressly required by Applicable Law or by this Agreement, including the actions described in Section 12(a)) (a "Buyer Tax Act") or attributable to any Ownera breach by Buyer, any Funding Agent Valero or the Administrative Agent Company (after the Closing) of any of their respective obligations under this Agreement. Each of Buyer, Valero and the Company shall jointly and severally (but subject to Section 13(b)) indemnify Seller and its affiliates and each an “Indemnified Party”of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from (i) all liability for Taxes of the Company for any taxable period beginning after the Closing Date, (ii) all liability for Taxes of the Company for any portion of a Straddle Period (as defined below) that begins after the Closing Date, (iii) all liability for Taxes attributable to a Buyer Tax Act or to a breach by Buyer, Valero or the Company (after the Closing) of any of their respective obligations under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and (iv) without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are limiting clause (i) net income taxes of this paragraph, all liability for ad valorem property Taxes due for the current tax period and (v) any other cost or expense related to such Taxes (including branch profit taxes, minimum taxes reasonable legal fees and taxes computed under alternative methods, at least one of which is based on or measured by net incomeexpenses) other than as provided in this Section 11(a), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in . In the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax taxable period that includes (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would but does not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (Bend on) the Transferor or the Servicer shall make the required deductions of Taxes, and Closing Date (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent."Straddle Period"):

Tax Indemnification. (a) Any The Company agrees to indemnify and all payments by hold harmless each of the Transferor Underwriters, against any registration, documentary, stamp or the Servicer hereunder to any Owner, any Funding Agent similar issuance tax or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear ofduty as well as withholding taxes, and without deduction forany Mexican income or capital gains taxes solely in the circumstances set forth in clause (iii) below, any and all present or future including inflationary adjustments in respect of Mexican taxes, leviesinterest and penalties, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are on (i) net income taxes (including branch profit taxes, minimum taxes the creation and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result issuance of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient Offered ADSs and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets)Underlying Shares, (ii) any Taxes that would not have been imposed but the sale and delivery of the Offered ADSs and the Underlying Shares by the Company to, and the subscription and payment for the failure of such OwnerOffered ADSs and the Underlying Shares by, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicableUnderwriters in the manner contemplated herein, (iii) any Taxes imposed solely with respect to Mexican income or capital gains taxes, the sale and delivery of the Offered ADSs and the Underlying Shares by the Underwriters to subsequent purchasers thereof, but limited as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law)set forth in the immediately following sentence, and (iv) any withholding Taxes imposed under FATCAthe execution and delivery of this Agreement and the Deposit Agreement. The indemnification referred to in clause (iii) shall not apply or extend to, and the Company shall not be responsible for, any Mexican income or capital gains taxes (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” butor, for the avoidance of doubt, Excluded Taxes shall any other income or capital gains taxes imposed by any jurisdiction) imposed on any Underwriter if such Underwriter has not include any Taxes payable duly complied with the provisions of Section 10(b). All payments to be made by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If Company pursuant to this Agreement, including the Transferor or the Servicer applicable underwriting service fees, shall be required made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivableswithhold such taxes, (A) in the case of Taxes other than Excluded Taxesduties or charges. In that event, the sum payable Company shall be increased pay such additional amounts as may be necessary so that the net amounts received after making all required deductions such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made; provided that, such additional amounts shall not be payable to an Underwriter in the event that taxes (i) are income, franchise or similar taxes imposed on the net income of Taxes such Underwriter in (a) a jurisdiction different from Mexico or (b) Mexico, other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been madeextent, and subject to the limitations, specified in clause (iii) above, (Bii) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become are payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any present or former connection between such failure; providedUnderwriter and the applicable taxing jurisdiction, however, including such Underwriter having or being deemed to have a place of residence or permanent establishment in the applicable jurisdiction for tax purposes or otherwise being subject to income taxes in the relevant taxing jurisdiction (other than a connection that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, arises solely as applicable, a result of the imposition execution of any this Agreement, the performance of the obligations of such Taxes within thirty (30) Business Days following Underwriter under this Agreement or the receipt of actual written notice payments hereunder), or (iii) are imposed or withheld by reason of the imposition of failure by such Taxes, there will be no obligation for the Transferor or the Servicer Underwriter to make a payment pursuant to this comply with its obligations under Section 8.2(a10(b) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agenthereof.

Tax Indemnification. (a) Any Notwithstanding any provision to the contrary contained in this Agreement except for Section 8.2(b), the last sentence of Section 10.2(a), and clause (y) (including the provisos thereto) of Section 10.5, and Sections 10.6, 10.7, 10.8 and 10.10, the stockholders of the Company shall severally (and not jointly), in proportion to the Prior Ownership Allocation, agree, as Stockholder Indemnitors' (as defined herein), to indemnify defend and hold harmless Parent, Merger Sub, the Surviving Corporation, their Affiliates (including the Company and its Subsidiaries) and the successors to the foregoing (and their respective shareholders, officers, directors, employees and agents) on an after-tax basis (without duplication) against (i) all payments by the Transferor Taxes, losses, claims and expenses resulting from, arising out of, or the Servicer hereunder to any Ownerincurred with respect to, any Funding Agent claims that may be asserted by any party based upon, attributable to, or resulting from the Administrative Agent failure of any representation or warranty made pursuant to Section 4.17 (each an “Indemnified Party”other than Section 4.17(a) under or (b)) of this AgreementAgreement to be true and correct as of the Closing Date; (ii) all Taxes imposed on or asserted against the properties, income or operations of the Company or its Subsidiaries, or for which the Company or any of its Subsidiaries may otherwise be liable, for all Pre-Closing Periods (including, with respect to taxable periods that begin prior to and end after the extent allowed by lawClosing Date, shall be made the portion of such taxable periods up to and including the Closing Date), except for (x) Taxes accrued and fully provided for in accordance with Section 2.8 free and clear ofGAAP on the unaudited consolidated balance sheet of the Company as of April 30, and without deduction for2000, (y) Taxes imposed or asserted against the properties, income or operations of the Company or its Subsidiaries or for which the Company or any and all present or future taxes, levies, imposts, duties, deductions, withholdings of its Subsidiaries may otherwise be liable as a result of the conduct of operations (including backup withholding)holding of property) in the ordinary course of business of the Company or its Subsidiaries after April 30, assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes 2000 that are (i) net income taxes paid or discharged by the Company prior to the Effective Time or (ii) not yet due and payable at the Effective Time or (z) incurred by the Company or its Subsidiaries outside the ordinary course of business but only to the extent and such Tax is incurred as a result of a transaction(s) occurring at the direction of the Parent, and (iii) all Taxes imposed on Parent, Merger Sub, the Surviving Corporation and their Affiliates (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), the Company or any Subsidiary) or for which Parent, Merger Sub, the Surviving Corporation and their Affiliates (including the Company or any Subsidiary) becomes liable (other taxes based on than Taxes of the Company and its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations or measured by the net income any similar provision of such Indemnified Party state, local or the gross receipts or income of such Indemnified Party, in each case (x) imposed foreign law as a result of the recipient Company or any of its Subsidiaries being organized under a member prior to the laws ofClosing Date of an affiliated, combined, consolidated or having its principal office or, unitary group of corporations. Nothing in this agreement shall be construed as a guarantee of the case existence or amount of any Owner loss, credit, carryforward, basis or Participantother tax attribute, its applicable lending office located inwhether past, present or future of the jurisdiction imposing such Tax (Company or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCASubsidiary, and (v) any reduction in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from whole or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result part of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails tax attributes shall not give rise to provide notice to an indemnification obligation by the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to Stockholder Indemnitors under this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentAgreement.

Tax Indemnification. (a) Any and all payments by Seller shall indemnify the Transferor or the Servicer hereunder to any OwnerCompany, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreementits Subsidiaries, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear ofBuyer, and without deduction for, any each Buyer Party and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items hold them harmless from and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are against (i) net income taxes all Taxes (including branch profit taxes, minimum taxes or the non-payment thereof) of the Company and taxes computed under alternative methods, at least one of which is based its Subsidiaries for all Taxable periods ending on or measured by net incomebefore the Closing Date and the portion through the end of the Closing Date for any Taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), franchise taxes but excluding for purposes of this clause (imposed i) any Taxes described in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case clause (xii) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets)below, (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (with respect to the extent legally able) any certification Spin-Off Agreement and the transactions contemplated thereby or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by in this Agreement with respect to be furnished by such Ownerthe divestiture, Participantdistribution or sale of the Excluded Businesses, Funding Agent and Taxes otherwise attributable or Administrative Agent, as applicablerelating to the Excluded Businesses, (iii) any and all Taxes imposed as a result of a change by an Owner any Affiliated Group, including pursuant to Treasury Regulation §1.1502-6 or Participant of its lending office (other than changes mandated by this Agreement any analogous or required by law)similar state, local, or foreign law or regulation, and (iv) any withholding and all Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto Person (other than the Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to an assignment under Section 8.2(d) any law, rule or Section 8.2(e) hereof)regulation, or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such which Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder relate to an Indemnified Party on account of Collections on event or transaction occurring before the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failureClosing; provided, however, that if such Ownerin the case of clauses (i), Funding Agent or Administrative Agent fails to provide notice (ii), (iii) and (iv) above, the Seller shall be liable only to the Transferor or the Servicer, as applicable, extent that such Taxes are in excess of the imposition of any amount, if any, reserved for such Taxes within thirty (30excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) Business Days following on the receipt of actual written notice face of the imposition Closing Statement and taken into account in determining the Purchase Price; and provided further that Seller shall not have any liability under clauses (i) and (iv) above unless the sum of (x) the aggregate amount of all Taxes described in clauses (i) and (iv) above and (y) the aggregate of all Losses with respect to the representations and warranties in Section 5.22 (Tax Matters) pursuant to Section 8.2(a) above for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $50,000 and then Seller shall only be liable for all such Taxes, there will be no obligation Taxes and Losses in excess of the $50,000 deductible amount. Seller shall reimburse Buyer for any Taxes which are the Transferor or the Servicer to make a payment responsibility of Seller pursuant to this Section 8.2(a8.11 (a) in respect within fifteen (15) business days after payment of any interest such Taxes by Buyer, the Company, or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentits Subsidiaries.

Tax Indemnification. (a) Any From and all payments by after the Transferor Closing, Parent shall pay or cause to be paid, and shall indemnify Acquiror and each of its Affiliates (including the Servicer hereunder to any OwnerCompany after the Closing Date) (collectively, any Funding Agent or the Administrative Agent (each an “Acquiror Tax Indemnified PartyParties”) under this Agreementand hold the Acquiror Tax Indemnified Parties harmless from and against, to the extent allowed by lawwithout duplication, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based any Taxes imposed on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result respect of the recipient being organized under the laws of, or having its principal office or, in the case of Company for any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Pre-Closing Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets)Period, (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent on or Administrative Agent, as applicable, to provide and keep current (with respect to the extent legally able) Parent or any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicableof its respective Affiliates, (iii) any Taxes imposed as a result of a change by an Owner any other person (including Parent or Participant any of its lending office Affiliates (other than changes mandated the Company)) for any Pre-Closing Tax Period for which the Company is liable pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state, provincial, local or foreign Law, as a transferee or successor, by this Agreement contract, assumption, operation of law or required by law)otherwise, (iv) any withholding Taxes imposed under FATCALosses arising or resulting from a breach of any of the representations or warranties contained in Section 3.17 (without regard to any materiality limitation set forth therein or any disclosed exception thereto) or any of the covenants in Section 5.1(b)(xx) or Article 8, and (v) any Taxes resulting from, attributable to, or arising in connection with any breach of any covenant or agreement of, or any inaccuracy in or breach of any representation or warranty of, Parent, Member or the case Company or any of an Ownertheir Affiliates contained in this Agreement (without regard to any materiality limitation set forth therein or any disclosed exception thereto), U.S. federal (vi) any Taxes for which Parent is responsible under Section 8.3, (vii) payment of any Tax as a result of any obligation to indemnify any other Person or as a result of any obligation under any agreement or arrangement entered into by the Company on or prior to the Closing Date, (viii) any withholding Taxes imposed on amounts payable Acquiror, Merger Sub or any their Affiliates resulting from the transactions contemplated by this Agreement and the Earnout Agreement to or the extent not withheld pursuant to Section 2.10, and (ix) reasonable costs for the account preparation and filing of such Owner any Tax Return required to be filed by or with respect to an applicable interest the Company for a Pre-Closing Tax Period; provided that Parent and Member shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Acquiror Tax Indemnified Parties from and against any Taxes to the extent such Taxes were included as a liability in any Transferred Assets the calculation of Closing Working Capital or Closing Indebtedness on the Closing Statement (as adjusted pursuant to a law in effect on the date on Section 2.6(c)) (amounts for which (1) such Owner became a party hereto (other than Parent or Member is required to indemnify Acquiror pursuant to an assignment under this Section 8.2(d8.1, the “Parent Indemnified Taxes”). Notwithstanding the foregoing, Parent Indemnified Taxes shall not include (A) any Taxes resulting from a breach by Acquiror or Section 8.2(e) hereof)its Affiliates of this Agreement, or (2B) such Owner otherwise changes its lending office, except in each case to any Taxes resulting from any transactions occurring on the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for Closing Date after the Closing outside the ordinary course. For the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from imposed on or in respect of the Company for any sum payable hereunder to an Indemnified Party on Pre-Closing Tax Period shall be computed taking into account of Collections on the Transferred Receivables, (A) in the case of Taxes other taxable period that includes the Closing Date all income Tax deductions (to the extent at least “more likely than Excluded Taxesnot” deductible by the Company in such taxable period) that result from or are attributable to expenses, fees or payments that are made by the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes)Member or its Affiliate in connection with the transactions contemplated by this Agreement, including deductions all such expenses, fees or payments that are included in the calculation of Taxes applicable the Final Merger Consideration. Parent’s obligation to additional sums payable pay or cause to be paid any amount under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made8.1(a)(ii), (Biv)-(vii) the Transferor or the Servicer shall make the required deductions of Taxes, and (Cix) the Transferor shall be limited to amounts for which Acquiror or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will Affiliate would otherwise be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentliable.

Tax Indemnification. (ai) Any Without limiting the provisions of Section 3.01(a) or 3.01(b), each of the Loan Parties shall, and all payments by the Transferor or the Servicer hereunder to any Ownerdoes hereby, any Funding Agent or jointly and severally, indemnify the Administrative Agent (and each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear ofLender, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or make payment in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivablesthereof, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after demand therefor, for the Transferor full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Servicer receives notice Administrative Agent or such Lender, as the case may be, or required to be withheld or deducted from a payment to the Administrative Agent or such OwnerLender as the case may be, Funding and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Without limiting the provisions of Section 3.01(a) or 3.01(b), each Lender shall, and do hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, within ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Loan Parties and the Administrative Agent) incurred by or asserted against the Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative AgentAgent pursuant to Section 3.01(e). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The Transferor will not have an obligation to make a payment pursuant to agreements in this Section 8.2(aclause (ii) in respect shall survive the resignation and/or replacement of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent., any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations. 51

Tax Indemnification. 58 (i) Without limitation or duplication of the provisions of subsection (a) Any or (b) above, each Loan Party shall, and all payments does hereby, indemnify the Administrative Agent, each Lender and the Letter of Credit Issuer, and shall make payment in respect thereof within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Transferor or the Servicer hereunder to any Owner, any Funding Agent Loan Parties or the Administrative Agent (each an “or paid by the Administrative Agent, such Lender or the Letter of Credit Issuer, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Party”) under this Agreement, Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the extent allowed amount of any such payment or liability delivered to the Borrower Agent by lawa Lender or the Letter of Credit Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Letter of Credit Issuer, shall be made in accordance with Section 2.8 free conclusive absent manifest error. (ii) Without limitation or duplication of subsection (a) or (b) above, each Lender and clear ofthe Letter of Credit Issuer shall, and without deduction fordoes hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, against any and all present or future taxesTaxes and any and all related losses, leviesclaims, impostsliabilities, dutiespenalties, deductions, withholdings interest and expenses (including backup withholding)the fees, assessments, fees charges and disbursements of any counsel for the Administrative Agent) incurred by or other similar charges imposed asserted against the Administrative Agent by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed Governmental Authority as a result of the recipient being organized under failure by such Lender or the laws ofLetter of Credit Issuer, as the case may be, to deliver, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present the inaccuracy, inadequacy or former connection between deficiency of, any documentation required to be delivered by such Lender or the recipient Letter of Credit Issuer, as the case may be, to the Administrative Agent pursuant to subsection (e). Each Lender and the jurisdiction imposing Letter of Credit Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Tax (other than connections arising from such recipient having executedLender or the Letter of Credit Issuer, deliveredas the case may be, become a party to, performed its obligations under, received payments under, received under this Agreement or perfected a security interest under, engaged in any other transaction pursuant Loan Document against any amount due to or enforced the Administrative Agent under this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest clause (ii). The agreements in any Transferred Assets), this clause (ii) any Taxes that would not have been imposed but for shall survive the failure resignation and/or replacement of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicableany assignment of rights by, the required receipts or other required documentary evidence, the Transferor or the Servicerreplacement of, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor Lender or the Servicer, as applicable, Letter of Credit Issuer and the occurrence of the imposition of any such Taxes within thirty Facility Termination Date. (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.d)

Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which -141- 00000000 T-Mobile (1EIP) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent.Third A&R RPAA NJ 231109207v1 736153181 00000000

Tax Indemnification. Subject to compliance with Section 10.4(d), the Stockholder will indemnify, defend and hold harmless Buyer, and its officers, directors, employees, members, managing directors, Affiliates (aincluding, after the Closing Date, the Company) Any and agents and the successors to the foregoing (and their respective officers, directors, employees, members, managing directors, Affiliates and agents) against (i) all payments Taxes (and losses, claims and expenses related thereto) resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based upon, attributable to, or resulting from the failure of any representation or warranty made pursuant to Section 6.1.9 to be true and correct as of the Closing Date; (ii), until the expiration of the statute of limitations applicable to the matters covered by this clause (ii) (after giving effect to any waiver, mitigation or extension thereof granted by the Transferor Company after the Closing), all Taxes imposed on or asserted against the Servicer hereunder to any OwnerCompany or Buyer or for which the Company or Buyer may be liable in respect of the properties, any Funding Agent income or operations of the Administrative Agent Company for all Pre-Closing Tax Periods (each an “Indemnified Party”) under this Agreement, net of applicable reserves for Taxes to the extent allowed by law, shall be made accurately reflected in accordance with Section 2.8 free the computation of the Closing Net Worth) and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdingiii), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by until the net income of such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result expiration of the recipient being organized under the laws of, or having its principal office or, in the case statute of any Owner or Participant, its limitations applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required matters covered by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, clause (iii) (after giving effect to any waiver, mitigation or extension thereof granted by the Company after the Closing) and subject to the last sentence of this Section 10.3, all Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement asserted against the Company or required by law)Buyer, (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for which the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) Company or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as Buyer may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicableliable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice transaction contemplated by this Agreement (net of applicable reserves to the Transferor extent accurately reflected in the computation of Closing Net Worth. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest), imposed on the Buyer or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there Company which are incurred in connection with this Agreement will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agentborne by Buyer when due.

Tax Indemnification. (a) Any Each Principal Stockholder shall jointly and all payments by severally indemnify the Transferor or the Servicer hereunder Buyer Indemnified Parties and hold them harmless from and against any Loss attributable to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes any Taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one or the non-payment thereof) of which is based the Company for all the taxable periods ending on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by before the net income of such Indemnified Party or Closing Date and the gross receipts or income of such Indemnified Party, in each case (x) imposed as a result portion through the end of the recipient being organized under Closing Date for any taxable period that includes (but does not end on) the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Closing Date (“Pre-Closing Tax (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred AssetsPeriod”), (ii) any and all Taxes that would not have been of any Person (other than the Company) imposed but for on the failure of such OwnerCompany as a transferee or successor, Participantby contract or pursuant to any law, Funding Agent rule or Administrative Agentregulations, as applicable, which Taxes relate to provide and keep current (to an event or transaction occurring on or before the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicableClosing, (iii) any and all Taxes imposed as of any member of an affiliated, consolidated, combined, or unitary group of which the Company or a result of Company Subsidiary is or was a change by an Owner member on or Participant of its lending office (other than changes mandated by this Agreement prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or required by law)any analogous or similar state, local, provincial or foreign law or regulation, and (iv) the failure of any withholding Taxes imposed under FATCA, of the representations and warranties contained in Section 3.12 to be true and correct in all respects (vdetermined without regard to any qualification related to materiality contained therein) or the failure to perform any covenant contained in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner this Agreement with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Ownerin the case of clauses (i), Funding Agent or Administrative Agent fails to provide notice (ii), (iii) and (iv) above, Principal Stockholders shall be liable only to the Transferor or extent that such Taxes exceed the Serviceramount, as applicableif any, that has been accrued for such Taxes (excluding any accrual for deferred Taxes) on the face of the imposition of Closing Balance Sheet (rather than in any such Taxes within thirty (30notes thereto) Business Days following and taken into account in determining the receipt of actual written notice Working Capital Adjustment provided in Section 2.6, and provided, further, that the maximum aggregate liability of the imposition Principal Stockholders under Sections 6.3 and 6.7 shall not exceed the sum of such Taxes(x) the amount of the Working Capital Indemnity Amount, there will be no obligation for if any, and (y) 50% of the Transferor or amount of the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to aggregate Merger Consideration received by the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentStockholders.

Tax Indemnification. (a) Any Except as otherwise provided in this Article XVI, the Lessee shall pay and all payments by on written demand shall indemnify and hold each of the Transferor or Lessor, the Servicer hereunder to any OwnerTrustee, any Funding Agent or trustee under the Administrative Agent Mortgages and their respective successors and assigns (each an “Indemnified Party”collectively, the "Tax Indemnitees," and individually, a "Tax Indemnitee") under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free harmless from and clear of, and without deduction foragainst, any and all present or future fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, deductionscharges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (including backup withholding)any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section, assessmentsthe definition of "Taxes" includes amounts imposed on, fees incurred by, or other similar charges imposed asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) or imposed on or with respect to any Tax Indemnitee, the Lessee, the Leased Property or any portion thereof or the Land, or any sublessee or user thereof, by the United States or foreign governmental authority, including by any interest, additions state or local government or other taxing authority in the United States in connection with or in any way relating to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) net income taxes (including branch profit taxesthe acquisition, minimum taxes and taxes computed under alternative methodsfinancing, at least one mortgaging, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, maintenance, repair, storage, transfer of which is based on title, redelivery, use, operation, condition, sale, return or measured by net income), franchise taxes (imposed in lieu other application or disposition of income taxes), all or any other taxes based on or measured by part of the net income of such Indemnified Party Leased Property or the gross receipts imposition of any Lien (or income incurrence of such Indemnified Party, in each case (x) imposed any liability to refund or pay over any amount as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereofLien) or (y) imposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets)thereon, (ii) any Taxes that would not have been imposed but for Basic Rent or Supplemental Rent or the failure of such Owner, Participant, Funding Agent receipts or Administrative Agent, as applicable, to provide and keep current (earnings arising from or received with respect to the extent legally able) Leased Property or any certification or other documentation required to qualify for an exemption frompart thereof, or reduced rate of, any such Taxes interest therein or required by this Agreement to be furnished by such Owner, Participant, Funding Agent any applications or Administrative Agent, as applicabledispositions thereof, (iii) any Taxes imposed as a result of a change by an Owner other amount paid or Participant of its lending office (payable pursuant to the Notes or any other than changes mandated by this Agreement or required by law)Operative Document, (iv) the Leased Property, the Land or any withholding Taxes imposed under FATCApart thereof or any interest therein, and (v) in all or any of the case of an OwnerOperative Documents, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner any other documents contemplated thereby and any amendments and supplements thereto and (vi) otherwise with respect to an applicable interest or in any Transferred Assets pursuant to a law in effect on connection with the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable transactions contemplated by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative AgentOperative Documents.