Common use of FATCA Deduction by a Finance Party Clause in Contracts

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent and the relevant Finance Party. (d) Each Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ Agent. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility AgentAgent and the Facility Agent shall notify the other Parties. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 clause 34.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 clause 34.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Company, the relevant Obligor and the relevant Finance Party. (d) Each Borrower The Company shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party (as the case may be) an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (bclause 15.9(b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (dclause 15.9(d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentCompany. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 30.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 30.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent relevant Obligor and the relevant Finance Party. (d) Each Borrower The relevant Obligor shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ Agent. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) 12.10.1 Each Finance Party may make any FATCA Deduction it is required by FATCA to makemake under FATCA, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party party to any Finance Document (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party party and the Facility Agent. (b) If 12.10.2 Subject to clause 12.13 if the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 clause 37.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party Obligor, shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) 12.10.3 The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 clause 37.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Borrower, the relevant Obligor and the relevant Finance Party. (d) Each 12.10.4 The Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph clause 12.10.4 shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) clause 12.10.2 above. (e) 12.10.5 A Finance Party making, or intending to make, a claim under paragraph (d) above clause 12.10.4 shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentBorrower. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (The Finance Parties may make a FATCA deduction as set out below: a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 17.4 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 17.4 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Shareholder, the relevant Obligor and the relevant Finance Party. (d) Each Borrower The Shareholder shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentShareholder. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 clause 23.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Partythe Borrower, the amount of the payment due from that Obligor Party the Borrower shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 clause 23.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party the Borrower (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Borrower and the relevant Finance Party. (d) Each The Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentBorrower. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be is required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A If a Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall it must notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 (Distributions by the Facility Agent) which Finance Documents that relates to a payment by an Obligor Partythe Borrower, the amount of the payment due from that Obligor Party shall the Borrower will be increased to an amount which that (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which that would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall must promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 (Distributions by the Facility Agent) which Finance Documents that relates to a payment by an Obligor Party the Borrower (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Borrower and the relevant Finance Party. (d) Each Subject to paragraph (e), the Borrower shall must (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall does not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) Paragraph (d) shall only apply if and to the extent the Borrower becomes a FATCA FFI or a US Tax Obligor. (f) A Finance Party making, or intending to make, a claim under paragraph (d) above shall must promptly notify the Facility Agent of the FATCA Deduction which that will give, or has given, rise to the claim, following which the Facility Agent shall must notify the Obligors’ AgentBorrower. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) 12.9.1 Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If 12.9.2 Subject to clause 12.9.4 below, if the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 clause 38.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) 12.9.3 The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 clause 38.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Borrowers, the relevant Obligor and the relevant Finance Party. (d) Each Borrower 12.9.4 Subject to clause 12.9.4 below, the Borrowers shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph clause 12.9.1 above. 12.9.5 A payment shall not be increased under clause 12.9.1 above and the Company shall not be required to make a payment to a Finance Party under clause 12.9.3 above if the requirement for the relevant FATCA Deduction to be made has arisen in a situation in which: (a) the Obligor is not a FATCA FFI or a US Tax Obligor; or (b) abovethe Obligor is a FATCA FFI or a US Tax Obligor but the Obligor is able to demonstrate to the satisfaction of the relevant Finance Party that the relevant FATCA Deduction would have been required had the Obligor been neither a FATCA FFI nor a US Tax Obligor, unless the requirement for the relevant FATCA Deduction to be made has arisen as a result of any change after the date of this Agreement in (or in the interpretation, administration, or application of) FATCA. (e) 12.9.6 A Finance Party making, or intending to make, a claim under paragraph (d) clause 12.9.3 above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentBorrowers. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) 10.11.1 Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) 10.11.2 If the Facility Agent or the Security Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 (Distributions by the Facility Agent) a Finance Document which relates to a payment by an Obligor Partya Borrower, the amount of the payment due from that Obligor Party the Borrowers shall be increased to an amount which (after the Facility Agent or Security Agent has made such FATCA Deduction), leaves the Facility Agent (or the Security Agent) with an amount equal to the payment which would have been made by the Facility Agent (or the Security Agent) if no FATCA Deduction had been required. (c) 10.11.3 The Facility Agent shall promptly upon becoming aware that it or the Security Agent must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 (Distributions by the Facility Agent) a Finance Document which relates to a payment by an Obligor Party a Borrower (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Borrowers and the relevant Finance Party. (d) Each Borrower 10.11.4 The Borrowers shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) clause 10.11.2 above. (e) 10.11.5 A Finance Party making, or intending to make, a claim under paragraph (d) clause 10.11.4 above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentBorrowers. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be is required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A If a Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall it must notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 (Distributions by the Facility Agent) which Finance Documents that relates to a payment by an Obligor Partythe Borrower, the amount of the payment due from that Obligor Party shall the Borrower will be increased to an amount which that (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which that would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall must promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 (Distributions by the Facility Agent) which Finance Documents that relates to a payment by an Obligor Party the Borrower (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Borrower and the relevant Finance Party. (d) Each Subject to paragraph (e), the Borrower shall must (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall does not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) Paragraph (d) shall only apply if and to the extent the Borrower becomes a FATCA FFI or a US Tax Obligor. (f) A Finance Party making, or intending to make, a claim under paragraph (d) above shall must promptly notify the Facility Agent of the FATCA Deduction which that will give, or has given, rise to the claim, following which the Facility Agent shall must notify the Obligors’ AgentBorrower. (fg) A Finance Party must, on receiving a payment from an Obligor Party the Borrower under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 clause 34.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 clause 34.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Company, the relevant Obligor and the relevant Finance Party. (d) Each Borrower The Company shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party (as the case may be) an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (bclause 15.9(b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (dclause 15.9(d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentCompany. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall must be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall must notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Partythe Borrower, the amount of the payment due from that Obligor Party shall the Borrower will be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall must promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party the Borrower (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Borrower and the relevant Finance Party. (d) Each The Borrower shall (within three (3) Business Days of demand by the Facility Agent) must pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall will not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall must promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall must notify the Obligors’ AgentBorrower. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 31.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which which, when that amount is payable by the Agent (after the Facility Agent has made making any such FATCA Deduction and any payment required in connection with that FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made due by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 31.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Parent, the relevant Obligor and the relevant Finance Party. (d) Each Borrower The Parent shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentParent. (f) A Finance Party mustshall, on receiving a payment from an Obligor Party under this Clauseparagraph (d) above, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 31.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 31.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent relevant Obligor and the relevant Finance Party. . 39 (d) Each Borrower The relevant Obligor shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. . (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ Agent. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 31.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 31.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Company, the relevant Obligor and the relevant Finance Party. (d) Each Borrower The Company shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentCompany. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 30.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. The Agent will not be obliged to pay or advance such amount before actually receiving the increased amount from the relevant Obligor. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 30.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent relevant Obligor and the relevant Finance Party. (d) Each Borrower An Obligor shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentBorrower. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 30.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. The Agent will not be obliged to pay or advance such amount before actually receiving the increased amount from the relevant Obligor. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 30.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent relevant Obligor and the relevant Finance Party. (d) Each Borrower An Obligor shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentBorrower. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 28.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which (after the Facility Agent has made such FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 28.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Company, the relevant Obligor and the relevant Finance Party. (d) Each Borrower The Company shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentCompany. (f) A Finance Party must, on receiving a payment from an Obligor Party under this Clause, notify the Facility Agent.

FATCA Deduction by a Finance Party. (a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Facility Agent. (b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 30.2 (Distributions by the Facility Agent) which relates corresponds to a payment by an Obligor PartyObligor, the amount of the payment due from that Obligor Party shall be increased to an amount which which, when that amount is payable by the Agent (after the Facility Agent has made making any such FATCA Deduction and any payment required in connection with that FATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have been made due by the Facility Agent if no FATCA Deduction had been required. (c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 32.2 30.2 (Distributions by the Facility Agent) which relates corresponds to a payment by an Obligor Party (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Obligors’ Agent Company, the relevant Obligor and the relevant other Finance PartyParties. (d) Each Borrower The Company shall (within three (3) Business Days of demand by the Facility Agentdemand) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under pursuant to the terms of a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. (e) A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Facility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors’ AgentCompany. (f) A Finance Party mustshall, on receiving a payment from an Obligor Party under this Clauseparagraph (d) above, notify the Facility Agent.