Common use of Additional United Kingdom Withholding Tax Matters Clause in Contracts

Additional United Kingdom Withholding Tax Matters. (i) A payment by a UK Borrower shall not be increased under Section 2.17(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest if, on the date on which the payment falls due: (A) the payment could have been made to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender, and: (1) an officer of HM Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the UK ITA which relates to the payment and that Xxxxxx has received from the Borrower Representative or the UK Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and: (1) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower; and (2) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; (D) the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under (ii) below; or (E) any such increased payment would be duplicative of any additional amounts or any indemnity already paid by the Loan Parties in respect of the same UK Tax Deduction pursuant to any Loan Document. (ii) Subject to (iii) below, each UK Treaty Lender and each UK Borrower which makes a payment to such UK Treaty Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without a UK Tax Deduction. (iii) (A) A UK Treaty Lender on the Effective Date that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any UK Borrower) by confirming its scheme reference number and its jurisdiction of tax residence in the Commitment Schedule; and

Additional United Kingdom Withholding Tax Matters. (i) A Each UK Borrower shall promptly upon becoming aware that it must make a UK Tax Deduction (or that there is any change in the rate or the basis of a UK Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable by any UK Borrower to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the relevant UK Borrower. (ii) Without prejudice to the generality of Section 2.21(a), a payment from a UK Borrower shall not be increased under pursuant to Section 2.17(a2.21(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest ifUnited Kingdom, if on the date on which the payment falls due: : (A) the payment could have been made to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or or (B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of “UK Qualifying Lender, and: (1) ”; an officer of HM Revenue & Customs HMRC has given (and not revoked) a direction (a “Direction”) under section 931 of the UK ITA which relates to the payment and that Xxxxxx Lender has received from the Borrower Representative or the relevant UK Borrower making (or from the payment Company) a certified copy of that Direction; and (2) and the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or or (C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of “UK Qualifying Lender and: (1) Lender”; the relevant Lender has not given a UK Tax Confirmation to the relevant UK Borrower; and (2) and the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the relevant UK Borrower, on the basis that the UK Tax Confirmation would have enabled the relevant UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; ; or (D) the relevant Lender is a UK Treaty Lender (or would be a UK Treaty Lender following the completion of any necessary procedural formalities) and the relevant UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under Section 2.21(e)(iii) or Section 2.21(e)(iv) (iias applicable) below; or (E) any such increased payment would be duplicative of any additional amounts or any indemnity already paid by the Loan Parties in respect of the same UK Tax Deduction pursuant to any Loan Document. (iiiii) Subject to clause (iiie)(iv) below, each UK Treaty Lender and each UK Borrower which makes a payment to such UK Treaty which that Lender is entitled shall cooperate co-operate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without a UK Tax Deduction. (iiiiv) (A) A UK Treaty Lender on the Effective Date day on which this Agreement is entered into that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any UK Borrower) by confirming confirm its scheme reference number and its jurisdiction of tax residence in to each UK Borrower and the Commitment ScheduleAdministrative Agent; and

Additional United Kingdom Withholding Tax Matters. (i) A payment by a UK Borrower shall not be increased under Section 2.17(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest if, on the date on which the payment falls due: (A) the payment could have been made Subject to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender, and: (1) an officer of HM Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the UK ITA which relates to the payment and that Xxxxxx has received from the Borrower Representative or the UK Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and: (1) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower; and (2) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; (D) the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under clause (ii) below; or (E) any such increased payment would be duplicative of any additional amounts or any indemnity already paid by the Loan Parties in respect of the same UK Tax Deduction pursuant to any Loan Document. (ii) Subject to (iii) below, each UK Treaty Lender and each UK Borrower which makes a payment to such UK Treaty Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without a UK Tax Deductionwithholding or deduction for Taxes imposed under the laws of the United Kingdom. (iii) (A) A UK Treaty Lender on the Effective Date that which at any time (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall include an indication provide its scheme reference number and its jurisdiction of tax residence to that effect (for the benefit of each UK Borrower and the Administrative Agent and without liability to any UK BorrowerAgent. (B) by confirming Upon satisfying either clause (A) above, such Lender shall have satisfied its obligation under paragraph (g)(i) above. (iii) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above, the UK Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if: (A) each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or (B) each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but: (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given such UK Borrower authority to make payments to such Lender without a deduction for tax within sixty (60) days of the date of such Borrower DTTP Filing; and in each case, such UK Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such UK Borrower shall co-operate in completing any additional procedural formalities necessary for such UK Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom. (iv) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment Schedule; andor its participation in any Loan unless the Lender otherwise agrees. (v) Each UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender. (vi) Each Lender shall notify the Company and Administrative Agent if it determines in its sole discretion that it is ceases to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by any U.K. Borrower hereunder. (vii) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its lending office, and as a result of circumstances existing at the date the assignment, transfer or change occurs, a U.K. Borrower would be obligated to make a payment to the new Lender or Lender acting through its new lending office under Section 2.17, then a new Lender or Lender acting through its new lending office is only entitled to receive payment under this Section 2.17 to the same extent as the assigning Lender or Lender acting through its previous lending office would have been if the assignment, transfer or change had not occurred.

Additional United Kingdom Withholding Tax Matters. (i) A payment by a UK Borrower shall not be increased under Section 2.17(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest if, on the date on which the payment falls due: (A) the payment could have been made Subject to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender, and: (1) an officer of HM Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the UK ITA which relates to the payment and that Xxxxxx has received from the Borrower Representative or the UK Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and: (1) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower; and (2) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; (D) the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under (ii) below; or (E) any such increased payment would be duplicative of any additional amounts or any indemnity already paid by the Loan Parties in respect of the same UK Tax Deduction pursuant to any Loan Document. (ii) Subject to (iii) below, each UK Treaty Lender and each UK Borrower which makes a payment to such UK Treaty Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without a UK Tax Deductionwithholding or deduction for Taxes imposed under the laws of the United Kingdom. (iii) (AI) A UK Treaty Lender on the Effective Date that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall include an indication provide its scheme reference number and its jurisdiction of tax residence to that effect (for the benefit of each UK Borrower and the Administrative Agent Agent; and (II) a Lender which becomes a Lender hereunder after the day on which this Agreement closes that (x) holds a passport under the HMRC DT Treaty Passport scheme and without liability (y) wishes such scheme to any apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence to each UK BorrowerBorrower and the Administrative Agent, and (III) by confirming Upon satisfying either clause (A) or (B) above, such Lender shall have satisfied its obligation under paragraph (g)(i) above. (iii) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above, the Commitment ScheduleUK Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; andprovided that, if: (I) each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or (II) each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but: (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given such UK Borrower authority to make payments to such Lender without a deduction for tax within 60 days of the date of such Borrower DTTP Filing; and in each case, such UK Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such UK Borrower shall co-operate in completing any additional procedural formalities necessary for such UK Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom. (iv) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lxxxxx’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees. (v) Each UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender. (vi) Each Lender shall notify each Borrower and Administrative Agent if it determines in its sole discretion that it is ceases to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by any U.K. Borrower hereunder.

Additional United Kingdom Withholding Tax Matters. (i) A payment by a UK Borrower shall not be increased under Section 2.17(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest if, on the date on which the payment falls due: (A) the payment could have been made Subject to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender, and: (1) an officer of HM Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the UK ITA which relates to the payment and that Xxxxxx has received from the Borrower Representative or the UK Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and: (1) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower; and (2) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; (D) the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under clause (ii) below; or (E) any such increased payment would be duplicative of any additional amounts or any indemnity already paid by the Loan Parties in respect of the same UK Tax Deduction pursuant to any Loan Document. (ii) Subject to (iii) below, each UK Treaty Lender and each UK Borrower which makes a payment to such UK Treaty Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without a UK Tax Deductionwithholding or deduction for Taxes imposed under the laws of the United Kingdom. (iiiii) (A) A UK Treaty Lender on the Effective Date that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall include an indication provide its scheme reference number and its jurisdiction of tax residence to that effect (for the benefit of each UK Borrower and the Administrative Agent Agent; (B) a Lender which becomes a Lender hereunder after the Effective Date that (x) holds a passport under the HMRC DT Treaty Passport scheme and without liability (y) wishes such scheme to any apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence to each UK BorrowerBorrower and the Administrative Agent, and (C) by confirming upon satisfying either clause (A) or (B) above, such Lender shall have satisfied its obligation under paragraph (g)(i) above. (iii) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above, the UK Borrower shall make a Borrower DTTP filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if: (A) the UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or (B) the UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but: (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given such UK Borrower authority to make payments to such Lender without a deduction for tax within 60 days of the date of such Borrower DTTP Filing; and in each case, such UK Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such UK Borrower shall co-operate in completing any additional procedural formalities necessary for such UK Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom. (iv) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment Schedule; andor its participation in any Loan or other Revolving Exposure unless the Lender otherwise agrees. (v) Each UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender. (vi) Each Lender shall notify each UK Borrower and the Administrative Agent whether it is (a) a Treaty Lender, (b) a Lender which is entitled to be paid without United Kingdom withholding tax for other reasons or (c) a lender which must be paid subject to United Kingdom withholding tax and will promptly notify each UK Borrower and the Administrative Agent if there is any change in such status (for example if it determines in its sole discretion that it has ceased to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by any UK Borrower hereunder).

Additional United Kingdom Withholding Tax Matters. (i) A payment by a UK Borrower shall not be increased under Section 2.17(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest if, on the date on which the payment falls due: (A) the payment could have been made to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender, and: (1) an officer of HM Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the UK ITA which relates to the payment and that Xxxxxx Lender has received from the Borrower Representative or the UK Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and: (1) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower; and (2) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; (D) the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under (ii) below; or (E) any such increased payment would be duplicative of any additional amounts or any indemnity already paid by the Loan Parties in respect of the same UK Tax Deduction pursuant to any Loan Document. (ii) Subject to (iii) below, each UK Treaty Lender and each UK Borrower which makes a payment to such UK Treaty Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without a UK Tax Deduction. (iii) (A) A UK Treaty Lender on the Effective Date that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any UK Borrower) by confirming its scheme reference number and its jurisdiction of tax residence in the Commitment Schedule; and

Additional United Kingdom Withholding Tax Matters. (i) A Each UK Borrower shall promptly upon becoming aware that it must make a UK Tax Deduction (or that there is any change in the rate or the basis of a UK Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable by any UK Borrower to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the relevant UK Borrower. (ii) Without prejudice to the generality of Section 2.19(a), a payment from a UK Borrower shall not be increased under pursuant to Section 2.17(a2.19(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest ifUnited Kingdom, if on the date on which the payment falls due: : (A) the payment could have been made to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or or (B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of “UK Qualifying Lender, and: (1) ”; an officer of HM Revenue & Customs HMRC has given (and not revoked) a direction (a “Direction”) under section 931 of the UK ITA which relates to the payment and that Xxxxxx Lender has received from the Borrower Representative or the relevant UK Borrower making (or from the payment Company) a certified copy of that Direction; and (2) and the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or or (C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of “UK Qualifying Lender and: (1) Lender”; the relevant Lender has not given a UK Tax Confirmation to the relevant UK Borrower; and (2) and the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the relevant UK Borrower, on the basis that the UK Tax Confirmation would have enabled the relevant UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; ; or (D) the relevant Lender is a UK Treaty Lender (or would be a UK Treaty Lender following the completion of any necessary procedural formalities) and the relevant UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under Section 2.19(e)(iii) or Section 2.19(e)(iv) (iias applicable) below; or (E) any such increased payment would be duplicative of any additional amounts or any indemnity already paid by the Loan Parties in respect of the same UK Tax Deduction pursuant to any Loan Document. (iiiii) Subject to clause (iiie)(iv) below, each UK Treaty Lender and each UK Borrower which makes a payment to such UK Treaty which that Lender is entitled shall cooperate co-operate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without a UK Tax Deduction. (iiiiv) (A) A UK Treaty Lender on the Effective Date day on which this Agreement is entered into that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any UK Borrower) by confirming confirm its scheme reference number and its jurisdiction of tax residence in to each UK Borrower and the Commitment ScheduleAdministrative Agent; and

Additional United Kingdom Withholding Tax Matters. (i) A payment by a UK Borrower shall not be increased under Section 2.17(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest if, on the date on which the payment falls due: (A) the payment could have been made Subject to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender, and: (1) an officer of HM Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the UK ITA which relates to the payment and that Xxxxxx has received from the Borrower Representative or the UK Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and: (1) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower; and (2) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; (D) the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under clause (ii) below; or (E) any such increased payment would be duplicative of any additional amounts or any indemnity already paid by the Loan Parties in respect of the same UK Tax Deduction pursuant to any Loan Document. (ii) Subject to (iii) below, each UK Treaty Lender and each UK Borrower which makes a payment to such UK Treaty Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without a UK Tax Deductionwithholding or deduction for Taxes imposed under the laws of the United Kingdom. (iii) (A) A UK Treaty Lender on the Effective Date that which at any time (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall include an indication provide its scheme reference number and its jurisdiction of tax residence to that effect (for the benefit of each UK Borrower and the Administrative Agent and without liability to any UK BorrowerAgent. (B) by confirming Upon satisfying either clause (A) above, such Lender shall have satisfied its obligation under paragraph (g)(i) above. (iii) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above, the UK Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if: (A) each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or (B) each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but: (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given such UK Borrower authority to make payments to such Lender without a deduction for tax within sixty (60) days of the date of such Borrower DTTP Filing; and in each case, such UK Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such UK Borrower shall co-operate in completing any additional procedural formalities necessary for such UK Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom. (iv) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment Schedule; andor its participation in any Loan unless the Lender otherwise agrees. (v) Each UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender. (vi) Each Lender shall notify the Company and Administrative Agent if it determines in its sole discretion that it is ceases to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by any U.K. Borrower hereunder. (vii) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its lending office, and as a result of circumstances existing at the date the assignment, transfer or change occurs, a U.K. Borrower would be obligated to make a payment to the new Lender or Lender acting through its new lending office under Section 2.17, then a new Lender or Lender acting through its new lending office is only entitled to receive payment under this Section 2.17 to the same extent as the assigning Lender or Lending acting through its previous lending office would have been if the assignment, transfer or change had not occurred.

Additional United Kingdom Withholding Tax Matters. (i) A payment by a UK Borrower shall not be increased under Section 2.17(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest if, on the date on which the payment falls due: (A) the payment could have been made Subject to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender, and: (1) an officer of HM Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the UK ITA which relates to the payment and that Xxxxxx has received from the Borrower Representative or the UK Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and: (1) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower; and (2) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; (D) the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under (ii) below; or (E) any such increased payment would be duplicative of any additional amounts or any indemnity already paid by the Loan Parties in respect of the same UK Tax Deduction pursuant to any Loan Document. (ii) Subject to (iii) below, each UK Treaty Lender and each the UK Borrower which makes a payment to such which that UK Treaty Lender is entitled (or any Loan Party making a payment to that UK Treaty Lender on account of an obligation of the UK Borrower) shall cooperate in completing any procedural formalities necessary for such that UK Borrower (or any Loan Party making a payment to that UK Treaty Lender on account of an obligation of the UK Borrower) to obtain authorization to make such payment without a UK Tax Deduction. (iii) (A) A UK Treaty Lender which becomes a Party on the Effective Date day on which this Agreement is entered into that (x) holds a passport under the HMRC DT Treaty Passport scheme Scheme and (y) wishes such scheme to apply to this Agreement, shall include an indication confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Annex B-2; and (B) a UK Treaty Lender which becomes a Lender hereunder after the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport Scheme and wishes such scheme to that effect (for the benefit of the Administrative Agent and without liability apply to any UK Borrower) by confirming this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence in the Commitment ScheduleAssignment and Assumption or otherwise in writing to the UK Borrower within 15 days of it become a party to this Agreement, and having done so, such UK Treaty Lender shall be under no obligation pursuant to paragraph (j)(i) above. (iii) If a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (j)(ii) above and: (A) the UK Borrower has not made a Borrower DTTP Filing in respect of that Lender; andor (B) the UK Borrower has made a Borrower DTTP Filing in respect of that Lender but: