German Withholding Tax. The Parties acknowledge that payments to Poseida with respect to the rights in Germany granted to Roche under this Agreement may be subject to # German income tax pursuant to [sec. 49] para. 1 German Income Tax Act and # withholding tax pursuant to [sec. 50a] para. 1 German Income Tax Act (the “German WHT Requirement”). Without limiting anything in this [Article 9], the following shall apply:

German Tax Credit. If the German Borrower makes a German Tax Payment and the relevant Lender determines that:

German Tax Indemnity. The German Borrower shall (within the later of # 10 days of demand therefor and # three (3[[Holdings:Organization]] Business Days before the relevant loss, liability or cost will be suffered[[Holdings:Organization]] pay to a German Lender or the Administrative Agent an amount equal to the loss, liability or cost that such German Lender or the Administrative Agent (as applicable[[Holdings:Organization]] determines in its reasonable discretion has been (directly or indirectly[[Holdings:Organization]] suffered by such German Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the German Facility. Notwithstanding the foregoing, this Section 3.02(II[[Holdings:Organization]](d[[Holdings:Organization]] shall not apply:

German Tax Credit. If the German Borrower makes a German Tax Payment and the relevant Lender determines that:

German Tax Credit. If the German Borrower makes a German Tax Payment and the relevant Lender determines that:

German Tax Indemnity. The German Borrower shall (within the later of # 10 days of demand therefor and # three (3) Business Days before the relevant loss, liability or cost will be suffered) pay to a German Lender or the Administrative Agent an amount equal to the loss, liability or cost that such German Lender or the Administrative Agent (as applicable) determines in its reasonable discretion has been (directly or indirectly) suffered by such German Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the German Facility. Notwithstanding the foregoing, this [Section 3.02(II)(d)] shall not apply:

German Tax Indemnity. The German Borrower shall (within the later of # 10 days of demand therefor and # three (3) Business Days before the relevant loss, liability or cost will be suffered) pay to a German Lender or the Administrative Agent an amount equal to the loss, liability or cost that such German Lender or the Administrative Agent (as applicable) determines in its reasonable discretion has been (directly or indirectly) suffered by such German Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the German Facility. Notwithstanding the foregoing, this [Section 3.02(II)(d)] shall not apply:

German Tax Indemnity. The German Borrower shall (within the later of # 10 days of demand therefor and # three (3) Business Days before the relevant loss, liability or cost will be suffered) pay to a German Lender or the Administrative Agent an amount equal to the loss, liability or cost that such German Lender or the Administrative Agent (as applicable) determines in its reasonable discretion has been (directly or indirectly) suffered by such German Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the German Facility. Notwithstanding the foregoing, this [Section 3.02(II)(d)] shall not apply:

German Tax Credit. If the German Borrower makes a German Tax Payment and the relevant Lender determines that:

The German Borrower shall make all payments to be made by it in respect of the German Facility under any Loan Document without any Tax Deduction, unless a Tax Deduction is required by Law.