Common use of Gross-Up Clause in Contracts

Gross-Up. (a) The Guarantor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Guarantor shall promptly upon becoming aware that the Guarantor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that Lender. If the Security Agent receives such notification from a Lender it shall notify the Guarantor. (c) If a Tax Deduction is required by law to be made by the Guarantor in respect of a payment to a Lender, the amount of the payment due from the Guarantor to that Lender shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) The Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (iii) the Guarantor is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority. (g) A Lender and the Guarantor shall co-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor under paragraph (c) above will not be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantor.

Gross-Up. (a) The Guarantor shall Each Obligor must make all payments to be made by it under the Interim Documents without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Guarantor shall promptly upon becoming If an Obligor or an Interim Lender becomes aware that the Guarantor an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) it shall promptly notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that LenderInterim Facility Agent. If the Security Interim Facility Agent receives such notification from a an Interim Lender it shall promptly notify the Guarantorrelevant Obligor. (c) If a Tax Deduction an Obligor is required by law to be made by the Guarantor make any Tax Deduction: (i) except as provided in respect of a payment to a LenderClause 10.2 (Exceptions from Gross-Up) below, the amount of the payment due from the Guarantor to that Lender shall Obligor will be increased to an amount which (after making taking into account any Tax Deduction) leaves an amount equal to the payment amount which would have been due if no Tax Deduction had been required. (d) The Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity);; and (ii) that Obligor will: (A) make that Tax Deduction in the payment could have been made minimum amount required by law; (B) pay to the relevant Lender without Taxation authorities by the Tax Deduction if it was a Qualifying Lender, but on that due date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in for such payment (or prior to any material interest or penalty accruing in the interpretationrespect thereof), administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (iii) the Guarantor is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.Deduction; and (fC) Within within thirty (30) days of making either a any Tax Deduction or any payment to the Taxation authorities required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Interim Facility Agent (for the Interim Finance Party entitled to the payment payment) evidence reasonably satisfactory to that Interim Finance Party (acting reasonably) that the such Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority. (gi) A Each Interim Lender and the Guarantor shall shall: (A) promptly co-operate in with each Obligor by submitting such information, forms and documents and completing any such other procedural formalities as may be necessary for the Guarantor that Obligor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the any payment without a Tax Deduction; and (B) satisfy all applicable legal and regulatory requirements for lending to Bidco. (hii) Any difference Without limiting the generality of the foregoing, if a payment made to an Interim Finance Party under any Interim Document is subject to the reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the US Internal Revenue Code, as applicable) and any obligations or laws implemented in accordance with the OECD’s “common reporting standard” (CRS), such Interim Finance Party shall deliver to the Obligor and the Interim Facility Agent at the time or times prescribed by law and at such time or times reasonably requested by that Obligor or the Interim Facility Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the US Internal Revenue Code) and such additional documentation reasonably requested by that Obligor or the Interim Facility Agent as may be necessary for such Obligor and the Interim Facility Agent to comply with their obligations under FATCA or CRS and to determine that such Interim Finance Party has complied with its obligations under FATCA or CRS or to determine the amount to deduct and withhold from such payment. If an Interim Finance Party becomes aware that it is not entitled to receive any payment made under the Interim Documents free from any deduction or withholding imposed under FATCA it shall promptly notify the Interim Facility Agent and Bidco (together with the amount of any applicable deduction or withholding). Without prejudice to the foregoing, each Interim Finance Party shall promptly provide to the Interim Facility Agent and Bidco (if requested by the Interim Facility Agent or Bidco) (A) a written confirmation that so far as it is aware it is or, as the case may be, is not entitled to receive payments made under the Interim Documents free from any deduction or withholding imposed under FATCA and (B) such documents and other evidence as the Interim Facility Agent and/or Bidco may reasonably require to (1) support any confirmation given pursuant to (A) and/or (2) as applicable, calculate the amount of any deduction or withholding to be made on account of FATCA on any payment made under the Interim Documents to that Interim Finance Party. If an Interim Finance Party fails to comply with its obligations under this paragraph (ii), until such time as that Interim Finance Party has complied with its obligations the Interim Facility Agent and each Obligor shall be entitled to treat such Interim Finance Party as not being entitled to receive all or any part of any payment made under the Interim Documents free from any deduction or withholding imposed under FATCA. (iii) Each Interim Lender shall indicate opposite its name in Schedule 7 (or, in the amount case of a person becoming an Interim Lender after the date of this Agreement, in the documentation which it executes on becoming an Interim Lender) which of the following categories it falls into: (A) a Domestic Lender; (B) a Treaty Lender (and, if such Treaty Lender holds a passport under the HMRC DT Treaty Passport Scheme and wishes that scheme to apply to this Agreement, shall further indicate its scheme reference number and its jurisdiction of tax residence); or (C) a Bank Lender (e) Each Interim Lender confirms that it is owed by a Qualifying Interim Lender as at the Guarantor under paragraph date of this Agreement (c) above will not or, in the case of any person becoming an Interim Lender after the date of this Agreement, as at the date on which it becomes an Interim Lender). Each Interim Lender undertakes to promptly notify the Interim Facility Agent and Bidco if it ceases to be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantora Qualifying Interim Lender.

Gross-Up. (a) The Guarantor Borrower shall make all the payments due pursuant to be made by it the Financial Documents without the application of any Tax DeductionWithholdings, unless a excluding the Tax Deduction is Withholdings required by law. (b) The Guarantor shall promptly upon becoming If one of the Parties becomes aware that the Guarantor must Borrower is required to make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) Withholding, it shall promptly notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that Lender. If the Security Agent receives such notification from a Lender it shall notify the Guarantorother Parties thereof. (c) If a Tax Deduction Withholding is required by law to be made by the Guarantor in respect of a payment to a Lenderlaw, the amount of the payment due from by the Guarantor to that Lender Borrower shall be increased to by an amount which (after making any the “Additional Amount”) so that the amount received by the Lending Bank (net of the Tax DeductionWithholding, including in relation to the Additional Amount) leaves an amount is equal to the payment which amount that the Lending Bank would have been due if no received in the absence of the Tax Deduction had been requiredWithholding. (d) The Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction No Additional Amount shall be payable by the Borrower in respect of any payment which is capable of attracting a Tax DeductionWithholding applicable to the payments due pursuant to this Agreement if, if on the date on which the payment falls is due, the Lending Bank: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender Qualified Bank for reasons other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration interpretation or application of) any law a legal or Treaty, regulatory provision or any published a treaty for the avoidance of double taxation or in the official practice or concession of any relevant taxing authority; orthe competent tax authority made after the date on which it became a Lending Bank; (iiiii) while identified as a Qualified Bank pursuant to letters (c) and (d) of the Guarantor is able definition of “Qualified Bank” referred to demonstrate that in Article 1.1 above, it has failed to duly provide for the payment could have been made Borrower the documentation and/or information referred to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph in letter (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the Guarantor is required to make a Tax DeductionWithholding must be applied by law, the Guarantor Borrower shall make that pay it pursuant to the law, including the amount of the Tax Deduction and Withholding on any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by lawAdditional Amount paid. (f) Within thirty 30 (30thirty) days of making either a the application of the Tax Deduction Withholding or any of the payment required made in connection with that relation to the Tax DeductionWithholding, the Guarantor Borrower shall deliver hand over to the Security Agent for Lending Bank the Finance Party entitled documentation providing evidence of the Tax Withholding made or, where applicable, of the payment to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authoritycompetent tax authorities. (g) A Lender and The Lending Bank, identified as a Qualified Bank within the Guarantor shall co-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor under paragraph meaning of letters (c) above will not be covered by or (d) of the Federal/State Guarantee. Any such amount which is paid by definition of “Qualified Bank” referred to in Article 1.1 (Definitions) above, undertakes to cooperate in order to provide the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation Borrower, within 5 Business Days prior to the Federal/State Guarantorinterest payment date provided for by this Agreement, with any certification, document, including, where provide for, the Affidavit, the Declaration of Exemption (drawn up according to the model provided in Annex 6 (Declaration of Exemption) and/or information required for the Borrower to be able to make such payments without the application of any Tax Withholding.

Gross-Up. (aA) The Guarantor shall Company must make all payments to be made by it under the Interim Documents without any Tax Deduction, unless a Tax Deduction is required by law. (bB) The Guarantor shall promptly upon becoming If the Company becomes aware that the Guarantor Company must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) it shall promptly notify the Security Agent accordinglyInterim Facility Agent. Similarly, a an Interim Lender shall promptly notify the Security Interim Facility Agent on becoming so aware in respect of a payment payable to that such Interim Lender. If the Security Interim Facility Agent receives such notification from a an Interim Lender it shall promptly notify the GuarantorCompany. (cC) If a any Tax Deduction is required by law to be made by the Guarantor in respect of a payment to a Lender, Company: (i) the amount of the payment due from the Guarantor to that Lender shall Company will be increased to an amount which (after making taking into account any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required; and (ii) the Company will: (a) make that Tax Deduction and any payment required in connection with it within the time allowed and in the minimum amount required by law; and (b) within thirty days of making any Tax Deduction or any payment required in connection with it, deliver to the Interim Facility Agent (for the Interim Finance Party entitled to the payment) evidence satisfactory to that Interim Finance Party (acting reasonably) that such Tax Deduction has been made or (as applicable) such payment paid to the relevant authority. (dD) The Guarantor is A payment shall not required to make an be increased payment to a Lender under paragraph (cC) above for by reason of a Tax Deduction in respect on account of any payment which is capable of attracting a Tax Deductionimposed by the United Kingdom, if on the date on which the payment concerned falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender Interim Finance Party without the such a Tax Deduction if it was the Interim Finance Party had been a Qualifying Lender, but on that date that Lender Interim Finance Party is not or has ceased to be a Qualifying Lender other than as a result of a Change of Law; (ii) the relevant Interim Lender is a Qualifying Lender solely by virtue of paragraph (i)(b) of the definition of “Qualifying Lender” and: (a) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Interim Lender has received from the Company a certified copy of that Direction; and (b) the payment could have been made to the Interim Lender without any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authorityTax Deduction if that Direction had not been made; or (iii) the Guarantor relevant Interim Lender is a Qualifying Lender solely by virtue of paragraph (i)(b) of the definition of “Qualifying Lender” and: (a) the relevant Lender has not given a Tax Confirmation to Company; and (b) the payment could have been made to the Interim Lender without any Tax Deduction if the Interim Lender had given a Tax Confirmation to Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purposes of section 930 of the ITA; or (iv) the relevant Interim Lender beneficially entitled to that payment is a Qualifying Lender under paragraph (ii) of that definition and the Company is able to demonstrate that the payment could have been made to that the Interim Lender without the Tax Deduction had that Interim Lender complied with its obligations under paragraph (gE) or (G) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority. (g) A Lender and the Guarantor shall co-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor under paragraph (c) above will not be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantor.

Gross-Up. (a) The Guarantor 2.1 All sums payable under this Part C or in respect of a breach of the Warranties shall make be paid free and clear of all payments to be made by it without any Tax Deduction, deductions or withholdings unless a Tax Deduction the deduction or withholding is required by law. (b) The Guarantor , in which event the payer shall promptly upon becoming aware pay such additional amount as shall be required to ensure that the Guarantor must make a Tax Deduction (net amount received by the payee will equal the full amount which would have been received by it under this Part C or that there is any change in the rate or the basis of a Tax Deduction) notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable breach of the Warranties had no such deduction or withholding been required to that Lender. If the Security Agent receives such notification from a Lender it shall notify the Guarantorbe made. (c) 2.2 If a any Tax Deduction is required by law Authority brings into charge to be made by the Guarantor Tax any sum paid under this Part C or in respect of a payment breach of the Warranties, then the payer shall pay such additional amount as shall be required to ensure that the total amount paid, less the Tax chargeable on such amount is equal to the amount that would otherwise be payable under this Part C or in respect of a Lenderbreach of the Warranties. 2.3 To the extent that any deduction, withholding or Tax in respect of which an additional amount has been paid under paragraphs 2.1 or 2.2 of this Part C results in the payee obtaining a Relief (reasonable endeavours having been used to obtain such Relief), the amount payee shall pay to the payer, within 14 days of obtaining the payment due from the Guarantor to that Lender shall be increased to an amount which (after making any Tax Deduction) leaves benefit of utilising such Relief, an amount equal to the payment which would have been due if no Tax Deduction had been requiredlesser of the value of the Relief obtained and the additional sum paid under paragraph 2.1 or 2.2. (d) The Guarantor is not required to make an increased payment to 2.4 If the Buyer would, but for the availability of a Lender under paragraph (c) above Buyer’s Relief, or the Seller would, but for the availability of a Seller’s Relief, incur a Tax Deduction liability falling within paragraphs 2.2, the Buyer or the Seller (as the case may be) shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 2.5 Paragraphs 2.1 and 2.2 of this Part C shall not apply to the extent that the deduction, withholding or Tax would not have arisen but for: 2.5.1 a change in law after Completion; or 2.5.2 an assignment by the payee of any of its rights under this Agreement. 2.6 No additional payment shall be required under either paragraphs 2.1 or 2.2 to the extent that the relevant deducting withholding or Tax has already been taken account in respect of, and has accordingly increased, the amount payable in respect of any payment which is capable Claim for breach of attracting a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (iii) the Guarantor is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax DeductionWarranty. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority. (g) A Lender and the Guarantor shall co-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor under paragraph (c) above will not be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantor.

Gross-Up. (a) The Guarantor Beneficiary shall make all the payments due pursuant to be made by it the Financial Documents without any Tax DeductionWithholdings, unless a excluding the Tax Deduction is Withholdings required by law. (b) The Guarantor shall promptly upon becoming If one of the Parties becomes aware that the Guarantor must Beneficiary is required to make a Tax Deduction Withholding (or that there is any change changes in the rate or the basis of a Tax Deduction) tax base), it shall promptly notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that Lender. If the Security Agent receives such notification from a Lender it shall notify the Guarantorother Parties. (c) If a Tax Deduction is required Withholding must be applied by law to be made by the Guarantor in respect of a payment to a Lenderlaw, the amount of the payment due from by the Guarantor to that Lender Beneficiary shall be increased to by an amount which (after making any the “Additional Amount”) so that the amount received by the Bank (net of the Tax DeductionWithholding, including in relation to the Additional Amount) leaves an amount is equal to the payment which amount that the Bank would have been due if no received in the absence of the Tax Deduction had been requiredWithholding. (d) The Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction No Additional Amount shall be payable by the Beneficiary in respect of any payment which is capable of attracting a Tax DeductionWithholding applicable to the payments due pursuant to this Agreement if, if on the date on which the payment falls is due, the Bank: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender Qualified Bank for reasons other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration interpretation or application of) any law a legal or Treaty, regulatory provision or any published a treaty for the avoidance of double taxation or in the official practice or concession of any relevant taxing authority; orthe competent tax authority made after the date on which it became the Bank; (iiiii) while identified as a Qualified Bank pursuant to letters (c) and (d) of the Guarantor is able definition of “Qualified Bank” referred to demonstrate that in Article 1.1 above, it has failed to duly provide for the payment could have been made Beneficiary the documentation and/or information referred to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph in letter (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the Guarantor is required to make a Tax DeductionWithholding must be applied by law, the Guarantor Beneficiary shall make that pay it pursuant to the law, including the amount of the Tax Deduction and Withholding on any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by lawAdditional Amount paid. (f) Within thirty 30 (30thirty) days of making either a the application of the Tax Deduction Withholding or any of the payment required made in connection with that relation to the Tax DeductionWithholding, the Guarantor Beneficiary shall deliver hand over to the Security Agent for Bank the Finance Party entitled documentation providing evidence of the Tax Withholding made or, where applicable, of the payment to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authoritycompetent tax authorities. (g) A Lender and The Bank, identified as a Qualified Bank within the Guarantor shall co-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor under paragraph meaning of letters (c) above will not be covered by or (d) of the Federal/State Guarantee. Any such amount which is paid by definition of “Qualified Bank” referred to in Article 1.1 (Definitions) above, undertakes to cooperate in order to provide the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation Beneficiary, within 5 Business Days prior to the Federal/State Guarantorinterest payment date provided for by this Agreement, with any certification, document, affidavit and/or information required for the Beneficiary to be able to make such payments without the application of any Tax Withholding.

Gross-Up. If: (a) The the Guarantor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.any New Zealand tax law to make any deduction or withholding from any amount paid or payable by it under these Guarantee Terms; or (b) The Guarantor shall promptly upon becoming aware that (b) the Guarantor must Lender is required by New Zealand law to make a Tax Deduction (any payment on account of tax or that there is otherwise on or in relation to any change in the rate amount received or the basis of a Tax Deduction) notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that Lender. If the Security Agent receives such notification from a Lender receivable by it shall notify the Guarantor.under these Guarantee Terms; then: (c) If the Guarantor shall ensure that any such deduction or withholding does not exceed the legal minimum and shall pay any such tax or other amount required to be deducted or withheld to the relevant taxation or other authority before the date on which penalties attached thereto; and (d) (d) the amount payable by the Guarantor in respect of which such deduction, withholding or payment is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction, withholding or payment, the Lender receives and retains (free from any liability in respect of any such deduction, withholding or payment) a Tax Deduction net amount equal to the amount which it would have received and so retained had no such deduction, withholding or payment been made; and (e) the Guarantor shall deliver to the Lender, within 30 days after each deduction or withholding is required by law to be made made, a receipt issued by the Guarantor in respect of a payment to a Lender, the amount of the payment due from the Guarantor to applicable taxation or other authority evidencing that Lender shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have such deduction or withholding has been due if no Tax Deduction had been required. (d) The Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authoritymade; or (iii) the Guarantor is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.and (f) Within thirty (30) days if the Lender receives the benefit of making either a Tax Deduction New Zealand tax credit, refund or any allowance resulting from a payment required in connection with that Tax Deduction, includes an increased amount paid by the Guarantor under the preceding provisions of this clause then, promptly after the Lender shall deliver to become aware that it has received the Security Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to same and that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid it relates to the relevant taxing authority. (g) A Lender and amount so paid by the Guarantor shall co-operate in completing any procedural formalities necessary for Guarantor, the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party Guarantor the benefit of all or parties on any part of any tax credit, refund or allowance that the Lender may obtain as a timely basis the necessary documents allowing result of the Guarantor having made any withholding, deduction or payment so that the Lender is in no more and no less favourable position than it would have been in had no deduction or withholding been made in respect of which an increased amount was required to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor be paid under paragraph (c) above will not this clause. The Lender shall be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed no obligation to reduce the principal amount owed by the Guarantor in relation disclose any information relating to the Federal/State Guarantorassessment or computation of its tax liabilities or benefits, and nothing in this clause shall interfere with its right to arrange its tax affairs in whatever manner it deems fit.

Gross-Up. (a) The Guarantor Recipient shall make all payments to be made by it due in accordance with the Financial Documents without any Tax DeductionWithholding Taxes, unless a Tax Deduction is with the exclusion of Withholding Taxes that are required by law. (b) The Guarantor shall promptly upon becoming If one of the Parties becomes aware that the Guarantor must make Recipient is required to pay a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) Withholding Tax, it will promptly notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that Lender. If the Security Agent receives such notification from a Lender it shall notify the Guarantorother Parties. (c) If application of a Withholding Tax Deduction is required by law the amount to be made paid by the Guarantor in respect of a payment to a LenderRecipient will be increased by an amount (the 'Additional Sum'), whereby the amount received by the Financing Bank (net of the payment due from the Guarantor to that Lender shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal Withholding Tax, included therewith in relation to the payment which Additional Sum) will correspond to the amount that the Financing Bank would have been due if no Tax Deduction had been requiredreceived in the absence of the Withholding Tax. (d) The Guarantor is not required to make an increased payment to No Additional Sums shall be payable by the Recipient in the presence of a Lender Withholding Tax applicable on payments due under paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deductionthis Agreement if, if on the date on which when the payment falls is due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender Financing Bank is not or has ceased to be a Qualifying Lender Qualified Bank for reasons other than as a result of any change after the date it became a Lender under the Facility Agreement in modification to (or in the interpretation, administration interpretation or application of) any a provision of law or Treaty, a regulation or any published a double taxation convention or in the official practice or concession of any relevant taxing authority; orthe competent tax authority that has occurred on a date subsequent to the Date of Conclusion; (iiiii) although it is identified as a Qualified Bank pursuant to sub-sections (c) and (d) of the Guarantor is able definition of a 'Qualified Bank' referred to demonstrate that in Art. 1.1 of this Agreement, it has failed to promptly provide the payment could have been made Borrower with the documentation and/or information referred to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph in sub-section (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deductionof this article. (e) If In the Guarantor event the application of a Withholding Tax is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law, the Recipient will pay the same in accordance with the law, including the amount of the Withholding Tax on any Additional Sum that is paid. (f) Within thirty 30 (30thirty) calendar days following application of making either a the Withholding Tax Deduction or any the payment required made in connection with that Tax Deductionrelation to the Withholding Tax, the Guarantor shall deliver Recipient must submit to the Security Agent for Financing Bank the Finance Party entitled documentation proving application of the Withholding Tax or, where applicable, payment to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authoritycompetent tax authorities. (g) A Lender and the Guarantor shall coThe Financing Bank, identified as a Qualified Bank pursuant to sub-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor under paragraph sections (c) above will not be covered by or (d) of the Federal/State Guaranteedefinition of a 'Qualified Bank' referred to in Art. Any such amount which is paid by 1.1 (Definitions) of this Contract, undertakes to cooperate and to provide the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation Borrower, within 5 Business Days prior to the Federal/State Guarantorinterest payment date provided for by this Contract, with any certification or document, including, where applicable, the Affidavit, the Declaration of Exemption (compiled according to the model indicated in Annex 5) and/or any information the Borrower may require in order to be able to make these payments without the application of any withholding tax.

Gross-Up. (a) The Guarantor shall Each Obligor must make all payments to be made by it under the Interim Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Guarantor shall promptly upon becoming If the Obligors' Agent or an Interim Lender becomes aware that the Guarantor an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) ), it shall promptly notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that LenderInterim Facility Agent. If the Security Interim Facility Agent receives such notification from a an Interim Lender it shall promptly notify the GuarantorObligors' Agent and (if different) the relevant Obligor. If the Interim Facility Agent receives such notification from the Obligors' Agent it shall promptly notify the relevant Interim Lender. (c) Each Interim Lender shall promptly provide to the Interim Facility Agent (if requested by the Interim Facility Agent): (i) a written confirmation that it is or, as the case may be, is not, a Qualifying Interim Lender; and (ii) such documents and other evidence as the Interim Facility Agent may reasonably require to support any confirmation given pursuant to sub-paragraph (i) above, and until such time as an Interim Lender has complied with any request pursuant to this paragraph (c), the Interim Facility Agent and each Obligor shall be entitled to treat such Interim Lender as not being a Qualifying Interim Lender for all purposes under the Interim Finance Documents. (d) If a any Tax Deduction is required by law to be made by the Guarantor an Obligor from any payment under an Interim Finance Document: (i) except as provided in respect of a payment to a LenderClause 10.2 (Exceptions from gross-up), the amount of the payment due from the Guarantor to that Lender shall Obligor under an Interim Finance Document will be increased to an amount which (after making taking into account any Tax Deduction) leaves an amount equal to the payment amount which would have been due if no Tax Deduction had been required. (d) The Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity);; and (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; orObligor will: (iiiA) the Guarantor is able to demonstrate ensure that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in it does not exceed the minimum amount required by law.; (fB) Within make the Tax Deduction and any payment required in connection with such tax deduction within the time allowed by law; and (C) within thirty (30) days of making either a any Tax Deduction or any payment to the relevant Tax authorities required in connection with that Tax Deductionit, the Guarantor shall deliver to the Security Interim Facility Agent (for the Interim Finance Party entitled to the payment payment) evidence reasonably satisfactory to that Interim Finance Party (acting reasonably and in good faith) that the such Tax Deduction has been made or (as applicable) any appropriate such payment has been paid to the appropriate authority, provided that the relevant taxing authorityObligor will not be in breach of this sub-paragraph (C) if it delivers such evidence as soon as reasonably practicable after the expiry of such period. (ge) A Each Interim Lender and the Guarantor shall co-operate with each Obligor that makes a payment to that Interim Lender in completing any completing, or assisting with the completion of, all procedural formalities necessary for the Guarantor that Obligor to obtain authorisation to make a payment to that Lender either without a Tax Deduction or, where a payment cannot be made without a Tax Deduction, and such Lender shall provide to the applicable party or parties on with a timely basis the necessary documents allowing the Guarantor to make the payment without a reduced Tax Deduction, and maintain or re-obtain that authorisation where an authorisation expires or otherwise ceases to have effect. (hf) Any difference If: (i) a Tax Deduction should have been made in respect of a payment made by or on account of an Obligor to an Interim Lender under an Interim Finance Document; (ii) either: (A) the amount which relevant Obligor (or the Interim Facility Agent, if it is owed the applicable withholding agent) was unaware that the Tax Deduction was required and as a result does not make the Tax Deduction or made a Tax Deduction at a reduced rate; (B) in reliance on the notifications and confirmation provided by the Guarantor relevant Finance Party pursuant to Clause 10.5 (Interim Lender Status Confirmation), the relevant Obligor did not make such Tax Deduction or made a Tax Deduction at a reduced rate; or (C) the relevant Finance Party has not complied with its obligation under paragraph paragraphs (b) or (c) above will and as a result the relevant Obligor did not be covered by make the Federal/State Guarantee. Any such Tax Deduction or made a Tax Deduction at a reduced rate; and (iii) the relevant Obligor would not have been required to make an increased payment under paragraph (d) above in respect of that Tax Deduction, then the Interim Lender that received the payment in respect of which the Tax Deduction should have been made or made at a higher rate undertakes to promptly reimburse the Obligor for the amount which is paid by of the Guarantor and not recovered by it under Clause 7.3 Tax Deduction that should have been made (Tax Credit) is deemed including any penalty, interest or expenses payable in connection with any failure to reduce pay or any delay in paying any of the principal amount owed by the Guarantor in relation to the Federal/State Guarantorsame).

Gross-Up. (a) The Guarantor shall Company must make all payments to be made by it under the Interim Documents without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Guarantor shall promptly upon becoming If the Company becomes aware that the Guarantor it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) ), it shall promptly notify the Security Interim Facility Agent accordingly. Similarly, a an Interim Lender shall notify the Security Interim Facility Agent on becoming so aware in respect of a payment payable to that such Interim Lender. If the Security Interim Facility Agent receives such notification from a an Interim Lender it shall notify the GuarantorCompany. (c) If a any Tax Deduction is required by law to be made by the Guarantor in respect of a payment Company: (i) subject to a Lenderparagraph (d) and (e) below, the amount of the payment due from the Guarantor to that Lender shall Company will be increased to an amount which (after making taking into account any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required; and (ii) the Company will: (A) make that Tax Deduction and any payment required in connection with it within the time allowed and in the minimum amount required by law or Treaty; and (B) within thirty days of making any Tax Deduction or any payment required in connection with it to the applicable taxing authority, deliver to the Interim Facility Agent (for the Interim Finance Party entitled to the payment) evidence satisfactory to that Interim Finance Party (acting reasonably) that such Tax Deduction has been made or (as applicable) such payment paid to the relevant taxing authority. (d) The Guarantor is Company shall not be required to make an any increased payment to a an Interim Lender under paragraph Clause 10.1 (cGross-up) above for by reason of a Tax Deduction in respect of any payment which is capable of attracting a Tax Deductionimposed by the United Kingdom if, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Interim Lender without the a Tax Deduction if it was the Interim Lender had been a Qualifying Interim Lender, but on that date that the Interim Lender is not or has ceased to be a Qualifying Interim Lender other than in respect of the Company (unless that Interim Lender has ceased to be a Qualifying Interim Lender as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession Change of any relevant taxing authorityLaw); or (iiiii) that Interim Lender is a Treaty Interim Lender and the Guarantor Company is able to demonstrate that the payment could have been made to that the Interim Lender without the a Tax Deduction had that Interim Lender complied with its obligations under paragraph (ge) belowof Clause 10.1 (Gross-up). For the avoidance of doubt there shall be no gross up in respect of a FATCA Deduction, including timely providing the documents allowing the Guarantor to make the payment without a Tax which shall be governed by Clause 10.8 (FATCA Deduction). (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Agent for the Each Interim Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority. (g) A Lender and the Guarantor shall co-operate with the Company in completing any procedural formalities necessary for the Guarantor Company to obtain authorisation to make a payment to that Lender of interest either without a Tax Deduction or, where a payment of interest cannot be made without a Tax Deduction, and such Lender shall provide with a reduced Tax Deduction. If the Company is able to demonstrate that a Tax Deduction or an increased Tax Deduction applies due to the applicable party or parties on a timely basis failure of the necessary documents allowing the Guarantor Interim Finance Party to make the payment without a Tax Deduction. comply with this paragraph (h) Any difference in e), the amount which is owed of Tax Payment payable by the Guarantor under Company pursuant to paragraph (c) above will not of this Clause 10.1 (Gross-up) shall be covered limited to the amount of the Tax Payment that would have been made by the Federal/State Guarantee. Any such amount which is paid Company had that Interim Finance Party co-operated in completing the procedural formalities necessary to benefit from the exemption from or the reduced rate of Tax Deduction under the relevant law or Treaty. (f) If the Company receives a notification from HM Revenue & Customs that a QPP Certificate given by a Lender has no effect, the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed Company shall promptly deliver a copy of that notification to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantorthat Interim Lender.

Gross-Up. (a) The Guarantor shall Each Obligor must make all payments to be made by it under the Interim Documents without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Guarantor shall promptly upon becoming If an Obligor or an Interim Lender becomes aware that the Guarantor an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) it shall promptly notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that LenderInterim Facility Agent. If the Security Interim Facility Agent receives such notification from a an Interim Lender it shall promptly notify the Guarantorrelevant Obligor. (c) If a Tax Deduction an Obligor is required by law to be made by the Guarantor make any Tax Deduction: (i) except as provided in respect of a payment to a LenderClause 10.2 (Exceptions from Gross-Up) below, the amount of the payment due from the Guarantor to that Lender shall Obligor will be increased to an amount which (after making taking into account any Tax Deduction) leaves an amount equal to the payment amount which would have been due if no Tax Deduction had been required. (d) The Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity);; and (ii) that Obligor will: (A) make that Tax Deduction in the payment could have been made minimum amount required by law; (B) pay to the relevant Lender without Taxation authorities by the Tax Deduction if it was a Qualifying Lenderdue date for such payment , but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (iii) the Guarantor is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.Deduction; and (fC) Within within thirty (30) days of making either a any Tax Deduction or any payment to the Tax authorities required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Interim Facility Agent (for the Interim Finance Party entitled to the payment payment) a statement under section 975 of the Income Tax Act 2007, if applicable, or other evidence reasonably satisfactory to that Interim Finance Party (acting reasonably) that the such Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing Tax authority. (gi) Each Interim Lender (also on behalf of each sub-participant with which it has entered into a sub-participation or other risk sharing agreement) and each Obligor shall promptly co-operate by submitting such information, forms and documents and completing such other procedural formalities as may be necessary for that Obligor to obtain authorisation to make any payment without a Tax Deduction; and (ii) A Treaty Lender that holds a passport under the HMRC Double Taxation Treaty Passport Scheme (UK DTTP Scheme) and which wishes the UK DTTP Scheme to apply to this Agreement, shall confirm its scheme reference number and jurisdiction of tax residence in: (A) where the Treaty Lender is an Interim Lender on the date of this Agreement, Schedule 1 to this Agreement; or (B) where the Treaty Lender becomes an Interim Lender after the date of this Agreement, the relevant Transfer Certificate, and, having done so, that Treaty Lender shall be under no obligation pursuant to Clause 10.1(d)(iii)(B) (i) to cooperate with the Obligors save that, for the avoidance of doubt, that Treaty Lender may have an obligation to cooperate further with the either Obligor in the circumstances described in Clause 10.1(d)(iii)(B). (iii) If a Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Clause 10.1(d)(ii)Schedule 1PART I10.1(d)(ii) and: (A) the Obligor making a payment to that Treaty Lender has not made a UK DTTP Filing in respect of that Treaty Lender; or (B) the Obligor making a payment to that Treaty Lender has made a UK DTTP Filing in respect of that Interim Lender but either (a) that UK DTTP Filing has been rejected by HMRC or (b) HMRC has not given the relevant Obligor authority to make payments to that Treaty Lender without a Tax Deduction within 30 Business Days of the date of the UK DTTP Filing, and in each case, the relevant Obligor has notified that Treaty Lender in writing, that Treaty Lender and the Guarantor relevant Obligor shall co-operate cooperate in completing any additional procedural formalities necessary for the Guarantor relevant Obligor to obtain authorisation authorization to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (hiv) Any difference If an Interim Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with Clause Schedule 1PART I10.1(d)(ii), neither Obligor shall make a UK DTTP Filing or file any other form relating to the UK DTTP Scheme in respect of that Interim Xxxxxx's participation under the Interim Documents unless the Interim Lender otherwise agrees. (v) Each Obligor shall, promptly after making a UK DTTP Filing, deliver a copy of the UK DTTP Filing to the Interim Facility Agent for delivery to the relevant Interim Lender. (vi) An Interim Lender that is an Interim Lender on the date of this Agreement that is a Qualifying Interim Lender solely by virtue of being a Domestic Lender gives a UK Tax Confirmation to the Obligors by entering into the Agreement. An Interim Lender that is a Domestic Lender shall promptly notify the Holdco and the Interim Facility Agent if there is any change in the amount which position from that set out in the UK Tax Confirmation. (vii) Each Interim Lender shall indicate, for the benefit of the Interim Facility Agent and the Borrower, whether it is: (A) not a Qualifying Interim Lender; (B) a Qualifying Interim Lender (that is owed not a Treaty Lender); or (C) a Treaty Lender, in (x) where the Interim Lender is an Interim Lender on the date of this Agreement, Schedule 1 to this Agreement; or (y) where the Interim Lender becomes an Interim Lender after the date of this Agreement, the relevant Transfer Certificate. If an Interim Lender fails to indicate its status in accordance with this Clause Schedule 1PART I10.1(d)(vii) then such Interim Lender shall be treated for the purposes of this Agreement (including by the Guarantor Obligors) as if it is not a Qualifying Interim Lender until such time as it notifies the Borrower and the Interim Facility Agent. For the avoidance of doubt, a Transfer Certificate shall not be invalidated by any failure of an Interim Lender to comply with this Clause Schedule 1PART I10.1(d)(vii). Any Interim Lender that ceases to be a Qualifying Interim Lender shall promptly notify the Interim Facility Agent and the Borrower. (viii) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no 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. (ix) Without limiting the generality of the foregoing, if a payment made to an Interim Finance Party under any Interim Document is subject to the reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the US Internal Revenue Code, as applicable) and any obligations or laws implemented in accordance with the OECD’s “common reporting standard” (CRS), such Interim Finance Party shall deliver to the Obligors and the Interim Facility Agent at the time or times prescribed by law and at such time or times reasonably requested by the relevant Obligor or the Interim Facility Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the US Internal Revenue Code) and such additional documentation reasonably requested by that Obligor or the Interim Facility Agent as may be necessary for such Obligor and the Interim Facility Agent to comply with their obligations under FATCA or CRS and to determine that such Interim Finance Party has complied with its obligations under FATCA or CRS or to determine the amount to deduct and withhold from such payment. If an Interim Finance Party becomes aware that it is not entitled to receive any payment made under the Interim Documents free from any deduction or withholding imposed under FATCA it shall promptly notify the Interim Facility Agent and the Company (together with the amount of any applicable deduction or withholding). Without prejudice to the foregoing, each Interim Finance Party shall promptly provide to the Interim Facility Agent and the Company (if requested by the Interim Facility Agent or the Company) (A) a written confirmation that so far as it is aware it is or, as the case may be, is not entitled to receive payments made under the Interim Documents free from any deduction or withholding imposed under FATCA and (B) such documents and other evidence as the Interim Facility Agent and/or the Company may reasonably require to (1) support any confirmation given pursuant to (A) and/or (2) as applicable, calculate the amount of any deduction or withholding to be made on account of FATCA on any payment made under the Interim Documents to that Interim Finance Party. This paragraph (cix) above will shall not oblige any Interim Finance Party to do anything which would or might in its reasonable opinion constitute a breach of any law or regulation, any fiduciary duty or any duty of confidentiality If an Interim Finance Party fails to comply with its obligations under this paragraph (ii), until such time as that Interim Finance Party has complied with its obligations the Interim Facility Agent and each Obligor shall be covered by entitled to treat such Interim Finance Party as not being entitled to receive all or any part of any payment made under the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it Interim Documents free from any deduction or withholding imposed under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State GuarantorFATCA.

Gross-Up. (a) The Guarantor Each Obligor shall make all payments to be made by it under any Finance Document without any Tax Deductiondeduction or withholding for or on account of Tax, unless a Tax Deduction such deduction or withholding is required by law. (b) The Guarantor shall promptly upon becoming If any Obligor becomes aware that the Guarantor must it is required to make such a Tax Deduction deduction or withholding from a payment to be made under a Finance Document (or that there is any change in the rate or the basis of such a Tax Deduction) deduction or withholding), such Obligor shall promptly notify the Security Agent accordinglyFacility Agent. Similarly, If a Lender becomes aware that an Obligor is required to make such a deduction or withholding from a payment to be made to such Lender under a Finance Document, such Lender shall promptly notify the Facility Agent and, upon receipt of such notice, the Facility Agent shall notify the Security Agent on becoming so aware in respect of a payment payable to that Lender. If the Security Agent receives such notification from a Lender it shall notify the GuarantorObligor thereof. (c) If such a Tax Deduction deduction or withholding is required by law to be made by the Guarantor in respect of a payment to a Lenderan Obligor, the amount of the payment due from the Guarantor to that Lender such Obligor shall be increased to an amount which the extent necessary to ensure that, after such deduction or withholding is made, the relevant Finance Party receives and retains (after making free from any Tax Deductionliability in respect of such deduction or withholding) leaves an amount a net sum equal to the payment amount which it would have received and retained had no such deduction or withholding been due if no Tax Deduction had been requiredmade or required to be made. (d) The Guarantor If an Obligor is not required to make an increased payment to a Lender under paragraph (c) above deduction or withholding for a or on account of Tax Deduction in respect of from any payment which is capable of attracting a Tax Deductionunder any Finance Document, if on it shall pay the date on which the payment falls due: (i) the payment relates full amount required to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made be deducted or withheld to the relevant Lender without Taxation or other authority within the Tax Deduction if it was a Qualifying Lendertime allowed for such payment under applicable law and, but on that date that Lender is not or has ceased within thirty days of making such payment, deliver to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in Agent, for the interpretationFinance Party entitled to such payment, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (iii) the Guarantor is able evidence reasonably satisfactory to demonstrate such Finance Party that the payment could have full amount of such deduction or withholding has been made paid to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deductionrelevant Taxation or other authority. (e) If the Guarantor an Obligor is required to make a Tax Deductionpayment under this Clause 13.1, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Agent for the Finance Party entitled to the receiving such payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority. (g) A Lender and the Guarantor shall shall, if requested in writing, co-operate in completing with the Obligor, and undertake any procedural formalities necessary for the Guarantor such Obligor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deductionany deduction or withholding for or on account of Tax. (h) Any difference in the amount which is owed by the Guarantor under paragraph (c) above will not be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantor.

Gross-Up. (a) The Guarantor Each of the Guarantors shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Guarantor Each of the Guarantors shall promptly upon becoming aware that the Guarantor it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that Lender. If the Security Agent receives such notification from a Lender it shall notify the each Guarantor. (c) If a Tax Deduction is required by law to be made by the a Guarantor in respect of a payment to a Lender, the amount of the payment due from the that Guarantor to that Lender shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) The A Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (iii) the Guarantor is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the a Guarantor is required to make a Tax Deduction, the that Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the relevant Guarantor shall deliver to the Security Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority. (g) A Lender and the relevant Guarantor shall co-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the a Guarantor under paragraph (c) above will not be covered by the Federal/State Guarantee. Any such amount which is paid by the that Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantor.

Gross-Up. 7.1 Where the Covenantors are obliged to indemnify the Offeror, the Company or any Subsidiary (the "INDEMNIFIED PARTY") under this Deed: (a) The Guarantor any amount due shall make be paid free and clear of all payments to be made by it without any Tax Deduction, deductions or withholdings unless a Tax Deduction is such deductions or withholdings are required by law.law in which case the Covenantors shall pay to the Indemnified Party such additional amount as shall be required to ensure that the amount received by the Indemnified Party will, after such deduction or withholding, be sufficient to indemnify the Indemnified Party against the matter or circumstance in question; (b) The Guarantor if any Tax Authority brings the sum paid by way of indemnity into charge to Tax (or would bring such sum into charge to Tax but for any Relief as defined in the Tax Covenant), then the Covenantors shall promptly upon becoming aware pay to the Indemnified Party such additional amount as shall be required to ensure that the Guarantor must make a Tax Deduction total amount paid, less the tax chargeable (or that there which would be so chargeable but for the Relief) is any change in sufficient to indemnify and hold harmless the rate or the basis of a Tax Deduction) notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that Lender. If the Security Agent receives such notification from a Lender it shall notify the Guarantor.Indemnified Party; and (c) If if following the payment of an additional amount under either Clauses 7.1(a) or (b) above, the Indemnified Party subsequently obtains a Tax Deduction is required by law to be made by the Guarantor saving, reduction, credit or payment in respect of Tax (other than a payment to a Lender, the amount of the payment due from the Guarantor to that Lender shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment reduction in taxation which would have given rise to a claim or been due if no taken into account in a claim for damages under the Warranties or under the Tax Deduction had been requiredIndemnity) in consequence of which the net after tax amount received by the Indemnified Party is greater than the amount required to indemnify and hold harmless the Indemnified Party against the matter indemnified, the Indemnified Party shall pay to the Covenantors' Representative such sum as shall leave the Indemnified Party fully indemnified within seven days of the receipt of the repayment or reduction of tax as the case may be. (d) The Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of 7.2 Clause 7.1 (Indemnity); (ii) shall not apply if the payment could have been made to Offeror assigns the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result benefit of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, this Deed or any published practice or concession of any relevant taxing authority; or (iii) the Guarantor is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deductionrights deriving from this Deed. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority. (g) A Lender and the Guarantor shall co-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor under paragraph (c) above will not be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantor.

Gross-Up. (a) The Guarantor shall Each Obligor must make all payments to be made by it under the Interim Documents without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Guarantor shall promptly upon becoming If an Obligor or an Interim Lender becomes aware that the Guarantor an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) it shall promptly notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that LenderInterim Facility Agent. If the Security Interim Facility Agent receives such notification from a an Interim Lender it shall promptly notify the Guarantorrelevant Obligor. (c) If a Tax Deduction an Obligor is required by law to be made by the Guarantor make any Tax Deduction: (i) except as provided in respect of a payment to a LenderClause 10.2 (Exceptions from Gross-Up) below, the amount of the payment due from the Guarantor to that Lender shall Obligor will be increased to an amount which (after making taking into account any Tax Deduction) leaves an amount equal to the payment amount which would have been due if no Tax Deduction had been required. (d) The Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity);; and (ii) that Obligor will: (A) make that Tax Deduction in the payment could have been made minimum amount required by law; (B) pay to the relevant Lender without Taxation authorities by the Tax Deduction if it was a Qualifying Lender, but on that due date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in for such payment (or prior to any material interest or penalty accruing in the interpretationrespect thereof), administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (iii) the Guarantor is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.Deduction; and (fC) Within within thirty (30) days of making either a any Tax Deduction or any payment to the Taxation authorities required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Interim Facility Agent (for the Interim Finance Party entitled to the payment payment) evidence reasonably satisfactory to that Interim Finance Party (acting reasonably) that the such Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority. (gi) A Each Interim Lender and the Guarantor shall shall: (A) promptly co-operate in with each Obligor by submitting such information, forms and documents and completing any such other procedural formalities as may be necessary for the Guarantor that Obligor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the any payment without a Tax Deduction; and (B) satisfy all applicable legal and regulatory requirements for lending to Bidco. (hii) Any difference Without limiting the generality of the foregoing, if a payment made to an Interim Finance Party under any Interim Document is subject to the reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the US Internal Revenue Code, as applicable) and any obligations or laws implemented in accordance with the OECD’s “common reporting standard” (CRS), such Interim Finance Party shall deliver to the Obligor and the Interim Facility Agent at the time or times prescribed by law and at such time or times reasonably requested by that Obligor or the Interim Facility Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the US Internal Revenue Code) and such additional documentation reasonably requested by that Obligor or the Interim Facility Agent as may be necessary for such Obligor and the Interim Facility Agent to comply with their obligations under FATCA or CRS and to determine that such Interim Finance Party has complied with its obligations under FATCA or CRS or to determine the amount to deduct and withhold from such payment. If an Interim Finance Party becomes aware that it is not entitled to receive any payment made under the Interim Documents free from any deduction or withholding imposed under FATCA it shall promptly notify the Interim Facility Agent and Bidco (together with the amount of any applicable deduction or withholding). Without prejudice to the foregoing, each Interim Finance Party shall promptly provide to the Interim Facility Agent and Bidco (if requested by the Interim Facility Agent or Bidco) (A) a written confirmation that so far as it is aware it is or, as the case may be, is not entitled to receive payments made under the Interim Documents free from any deduction or withholding imposed under FATCA and (B) such documents and other evidence as the Interim Facility Agent and/or Bidco may reasonably require to (1) support any confirmation given pursuant to (A) and/or (2) as applicable, calculate the amount of any deduction or withholding to be made on account of FATCA on any payment made under the Interim Documents to that Interim Finance Party. If an Interim Finance Party fails to comply with its obligations under this paragraph (ii), until such time as that Interim Finance Party has complied with its obligations the Interim Facility Agent and each Obligor shall be entitled to treat such Interim Finance Party as not being entitled to receive all or any part of any payment made under the Interim Documents free from any deduction or withholding imposed under FATCA. (iii) Each Interim Lender shall indicate opposite its name in Schedule 7 (or, in the amount case of a person becoming an Interim Lender after the date of this Agreement, in the documentation which it executes on becoming an Interim Lender) which of the following categories it falls into: (A) a Domestic Lender; (B) a Treaty Lender (and, if such Treaty Lender holds a passport under the HMRC DT Treaty Passport Scheme and wishes that scheme to apply to this Agreement, shall further indicate its scheme reference number and its jurisdiction of tax residence); or (C) a Bank Lender. (e) Each Interim Lender confirms that it is owed by a Qualifying Interim Lender as at the Guarantor under paragraph date of this Agreement (c) above will not or, in the case of any person becoming an Interim Lender after the date of this Agreement, as at the date on which it becomes an Interim Lender). Each Interim Lender undertakes to promptly notify the Interim Facility Agent and Bidco if it ceases to be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantora Qualifying Interim Lender.

Gross-Up. (a) The Guarantor All payments by Borrower to or for the account of Lender hereunder or under any other Loan Document shall make all payments to be made free and clear of and without deduction for all present or future Taxes, excluding franchise Taxes and Taxes imposed on Lender's net income, by it without the jurisdiction under the Laws of which Lender is organized or the Lending Office is located or any Tax Deduction, unless a Tax Deduction political subdivision thereof. If Borrower is required by law. (b) The Guarantor shall promptly upon becoming aware that the Guarantor must make a Tax Deduction (Law to deduct any Taxes from or that there is any change in the rate or the basis of a Tax Deduction) notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment any sum payable under this Agreement or any other Loan Document to that Lender. If the Security Agent receives such notification from a Lender it shall notify the Guarantor. (c) If a Tax Deduction is required by law to be made by the Guarantor in respect of a payment to a Lender, (i) the amount of the payment due from the Guarantor to that Lender sum payable shall be increased to an amount which (as necessary so that after making any Tax Deductionall required deductions (including deductions applicable to additional sums payable under this Section) leaves Lender receives an amount equal to the payment which sum it would have received had no such deductions been due if no Tax Deduction had been required. made, (dii) The Guarantor is not required Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to make an increased the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Lender, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to a pay any and all present or future Impositions. "Impositions" include stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from the Loan Obligations, any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, the Loan Obligations, this Agreement or any other Loan Document. Borrower agrees to indemnify Lender for the full amount of all Impositions and Taxes, excluding franchise Taxes and Taxes imposed on Lender's net income, (including any such Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under paragraph this Section) paid by Lender and any liability (cincluding penalties, interest and expenses) above for a Tax Deduction in arising therefrom or with respect thereto. Within thirty days after the date of any payment which is capable of attracting Taxes, Borrower shall furnish Lender the original or a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to certified copy of a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (iii) the Guarantor is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deductionreceipt evidencing such payment. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority. (g) A Lender and the Guarantor shall co-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor under paragraph (c) above will not be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantor.

Gross-Up. (a) The Guarantor Each Borrower shall make all payments pursuant to be made by it without the Finance Documents net of any Tax Deduction, unless a Tax Deduction is required by lawpursuant to the Law. (b) The Guarantor shall promptly Promptly upon becoming aware that the Guarantor must of its obligation to make a Tax Deduction (or that there is any change in to modify the rate or the basis of for calculating a Tax Deduction) , the relevant Borrower shall notify the Security Agent accordinglythereof. SimilarlyIn the same manner, a Lender shall notify the Security Agent on becoming so aware in respect of any Tax Deduction applicable to a payment payable to that which it is entitled promptly upon becoming aware thereof. Upon receipt of such information by a Lender. If , the Security Agent receives such notification from a Lender it shall notify inform the Guarantorrelevant Borrower thereof. (c) If a Tax Deduction is required by law to must be made by the Guarantor in respect of a payment to a LenderBorrower, the amount of the payment due from the Guarantor to that Lender which it applies shall be increased to an amount which (which, after making any the Tax Deduction) leaves , shall give an amount equal to the payment which would have been due if had no Tax Deduction had been required. (d) The Guarantor is A payment shall not required be grossed up pursuant to make an increased payment to a Lender under paragraph (c) above for as the result of a Tax Deduction in respect of any payment which is capable of attracting made pursuant to a Tax Deductionlevied in France, if on by the date on which the such payment falls is due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender without a Tax Deduction, had the Tax Deduction if it was Lender been a Qualifying Lender, but on that such date that such Lender is not or has ceased to be is no longer a Qualifying Lender other than as a result of any change after the date on which it became a Lender under pursuant to this Agreement to the Facility Agreement in law or a double taxation treaty (or in the interpretation, administration interpretation or application ofthereof) or the modification of any law or Treaty, or any published practice or concession of any published by a relevant taxing tax authority; or (iiiii) the Guarantor relevant Lender is a Treaty Lender and the Borrower who must make such payment is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction Deduction, had that the Lender complied with its obligations under pursuant to paragraph (g) below; it being specified that the exclusion referred to in paragraph 11.2(d)(i)above, including timely providing on the documents allowing occurrence of a change occurring after the Guarantor date on which a Lender becomes a Lender pursuant to make this Agreement, shall not be applicable in the payment without event of a Tax DeductionDeduction pursuant to a Tax levied in France on a payment made to a Lender, if such Tax Deduction is payable only because such payment is made into an account opened in the name or on behalf of such Lender with a financial institution located in a Non-Cooperating State or Territory. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor Each Borrower shall make that the Tax Deduction Deductions to which its payments are subject and any payment required in connection with that Tax Deduction pay to the relevant tax authority the corresponding amount within the time allowed statutory periods and in accordance with the minimum amount required requirements stipulated by the law. (f) Within No more than thirty (30) days of making either after having made a Tax Deduction or any payment required in connection with that Tax Deductionhaving paid the corresponding amount to the relevant tax authority, the Guarantor Borrower shall deliver to the Security Agent, on behalf of the relevant Finance Party, documentary proof allowing the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party conclude that the Tax Deduction has been made or (or, as applicable) any appropriate the case may be, that the corresponding payment has been paid duly made to the relevant taxing competent tax authority. (g) A Treaty Lender and the Guarantor each Borrower who owes a payment such Treaty Lender shall co-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation purposes of complying with the formalities allowing the Borrower to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a any Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor under paragraph (c) above will not be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantor.

Gross-Up. (a) The Guarantor shall Borrowers must make all payments to be made by it them under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by lawlaw or by virtue of a decision of a competent tax authority. (b) The Guarantor shall Borrowers or any Lender must promptly upon becoming (unverzüglich) notify the Facility Agent and the Facility Agent must then promptly notify the affected parties if: (i) a Lender is not, or ceases to be, a Qualifying Lender; or (ii) the Borrowers or a Lender are aware that the Guarantor Borrowers must make a Tax Deduction (or that there is any a change in the rate or the basis of a Tax Deduction) notify the Security Agent accordingly. Similarly, a Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that Lender. If the Security Agent receives such notification from a Lender it shall notify the Guarantor). (c) If a Tax Deduction is required by law or by a decision of a competent taxing authority to be made by the Guarantor in respect of a payment to a LenderBorrowers, the amount of the payment due from the Guarantor to that Lender shall Borrowers will be increased to an amount which (after making any the Tax Deduction) leaves an amount equal to the payment which that would have been due if had no Tax Deduction had been required. However, in no event will the Borrowers be obliged to pay in excess of the amount that would have been required in respect of payments to a Qualifying Lender. (d) The Guarantor is Borrowers are not required to make an increased payment to a Lender under sub-paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deduction, tax imposed if on the date on which the payment falls duethat Lender: (i) is (at the time the respective payment relates to a Tax referred to in paragraph (bis due) of Clause 7.1 (Indemnity); (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after and the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (iii) the Guarantor is Borrowers are able to demonstrate that the payment could Tax Deduction would not have been made to that required if the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing when requested to do so by the documents allowing the Guarantor Borrower (according to make the payment without a Tax Deduction.paragraph (g)); (eii) If the Guarantor is required to make not a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within Qualifying Lender at the time allowed and in the minimum amount required by law.it became a Lender; (fiii) Within thirty has (30at the time the respective payment is due) days of making either ceased to be a Tax Deduction or Qualifying Lender other than because any payment required in connection with that Tax Deduction, the Guarantor shall deliver to the Security Agent applicable law (including for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) avoidance of doubt any appropriate payment has been paid to the relevant taxing authority. (g) A Lender and the Guarantor shall co-operate in completing any procedural formalities necessary for the Guarantor to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Guarantor under paragraph (c) above will not be covered by the Federal/State Guarantee. Any such amount which is paid by the Guarantor and not recovered by it under Clause 7.3 (Tax Credit) is deemed to reduce the principal amount owed by the Guarantor in relation to the Federal/State Guarantor.double taxation

Gross-Up. (a) The Guarantor shall Each Obligor must make all payments to be made by it under the Interim Documents without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Guarantor shall promptly upon becoming If an Obligor, an Issuing Bank or an Interim Lender becomes aware that the Guarantor an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), it (or in the case of an Obligor, the Obligors’ Agent) shall promptly notify the Security Interim Facilities Agent. If the Interim Facilities Agent accordingly. Similarlyreceives such notification from an Interim Lender or Issuing Bank it shall promptly notify the Obligors’ Agent and (if different) the relevant Obligor. (c) If an Interim Lender becomes aware that it is not, or ceases to be, a Qualifying Interim Lender shall notify the Security Agent on becoming so aware in respect of a payment payable to that Interim Lender, such Interim Lender shall promptly (but in any event where it is possible to do so at least ten (10) Business Days prior to the next interest payment date) notify the Interim Facilities Agent. If the Security Interim Facilities Agent receives any such notification from a an Interim Lender it shall promptly (but in any event where it is possible to do so at least nine (9) Business Days prior to the next interest payment date) notify the Guarantorrelevant Obligor. Without prejudice to the foregoing, each Interim Lender shall promptly provide to the Interim Facilities Agent (if requested by the Interim Facilities Agent): (i) a written confirmation that it is or, as the case may be, is not, a Qualifying Interim Lender; and (ii) such documents and other evidence as the Interim Facilities Agent may reasonably require to support any confirmation given pursuant to sub- paragraph (i) above, and until such time as an Interim Lender has complied with any request pursuant to this paragraph (c), the Interim Facilities Agent and each Obligor shall be entitled to treat such Interim Lender as not being a Qualifying Interim Lender for all purposes under the Interim Documents. (cd) If a any Tax Deduction is required by law to be made by the Guarantor an Obligor from any payment under an Interim Document: (i) except as provided in respect of a payment to a LenderClause 10.2 (Exceptions from gross-up), the amount of the payment due from the Guarantor to that Lender shall Obligor will be increased to an amount which (after making taking into account any Tax Deduction) leaves an amount equal to the payment amount which would have been due if no Tax Deduction had been required. (d) The Guarantor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of any payment which is capable of attracting a Tax Deduction, if on the date on which the payment falls due: (i) the payment relates to a Tax referred to in paragraph (b) of Clause 7.1 (Indemnity);; and (ii) the payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under the Facility Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; orObligor will: (iiiA) the Guarantor is able to demonstrate ensure that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Guarantor to make the payment without a Tax Deduction. (e) If the Guarantor is required to make a Tax Deduction, the Guarantor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in it does not exceed the minimum amount required by law.; (fB) Within thirty (30) days of making either a make the Tax Deduction or and any payment required in connection with that such Tax DeductionDeduction within the time required by law; and (C) within 30 days of making any Tax Deduction or any payment to the relevant Taxation authorities required in connection with it, the Guarantor shall deliver to the Security Interim Facilities Agent (for the Interim Finance Party entitled to the payment payment) evidence reasonably satisfactory to that Interim Finance Party (acting reasonably and in good faith) that the such Tax Deduction has been made or (as applicable) any appropriate such payment has been paid to the appropriate authority, provided that the relevant taxing authorityObligor will not be in breach of this sub-paragraph (C) if it delivers such evidence as soon as reasonably practicable after the expiry of such period. (e) Each Interim Lender and each Obligor which makes a payment to which that Interim Lender is entitled, shall co-operate in completing or assisting with the completion of any procedural formalities and the provision of such information as, in each case, is necessary for that Obligor to obtain authorisation to make a payment either without a Tax Deduction or, where a payment cannot be made without a Tax Deduction, with a reduced Tax Deduction, and maintain that authorisation where an authorisation expires or otherwise ceases to have effect. (i) An Interim Lender which is an Original Interim Lender that holds a passport under the HMRC DTTP Scheme, and which wishes the HMRC DTTP Scheme to apply to this Agreement, shall confirm its HMRC DTTP Scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 2 (Original Interim Lenders); and (ii) an Interim Lender which is not an Original Interim Lender that holds a passport under the HMRC DTTP Scheme, and which wishes the HMRC DTTP Scheme to apply to this Agreement, shall confirm its HMRC DTTP Scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as an Interim Lender. and, having done so, that Interim Lender shall be deemed to have discharged its obligations under Clause 10.1(e) above. (g) A If an Interim Lender has confirmed its HMRC DTTP Scheme reference number and its jurisdiction of tax residence in accordance with paragraph (f) above and: (i) the Borrower has not made a Borrower DTTP Filing in respect of that Interim Lender; or (ii) the Borrower has made a Borrower DTTP Filing in respect of that Interim Lender but: (A) that Borrower DTTP Filing has been rejected by HMRC; (B) HMRC has not given the Borrower a direction pursuant to Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations (SI 1970/488) that interest under the Facility can be paid without a Tax Deduction pursuant to the relevant Treaty within 30 Business Days of the date of the Borrower DTTP Filing; or (C) HMRC has given the Borrower such a direction that interest under the Facility can be paid to that Lender without a Tax Deduction but such direction has subsequently been withdrawn or has otherwise terminated or expired or is due to so terminate, expire or be withdrawn within the next six months, and in each case, the Borrower has notified that Xxxxxx in writing, that Xxxxxx and the Guarantor Borrower shall co-operate in completing any additional procedural formalities necessary for the Guarantor Borrower to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Guarantor to make the payment without a Tax Deduction. (h) Any difference A UK Non-Bank Lender shall promptly notify the Obligors’ Agent and the Interim Facilities Agent if there is any change in the amount which position from that set out in the Tax Confirmation. (i) If: (i) a Tax Deduction should have been made in respect of a payment made by or on account of an Obligor to an Interim Lender, an Issuing Bank or the Interim Facilities Agent under an Interim Document; (ii) either: (A) the relevant Obligor (or the Interim Facilities Agent, if it is owed by the Guarantor applicable withholding agent) was unaware, and could not reasonably be expected to have been aware, that such Tax Deduction was required and as a result did not make the Tax Deduction or made a Tax Deduction at a reduced rate; (B) in reliance on the notifications and confirmation provided pursuant to Clause 10.5 (Interim Lender Status Confirmation), the relevant Obligor did not make such Tax Deduction or made a Tax Deduction at a reduced rate; or (C) any Interim Finance Party has not complied with its obligations under paragraph paragraphs (b) or (c) above will and, as a result, the relevant Obligor did not be covered make the Tax Deduction or made a Tax Deduction at a reduced rate; and (iii) the applicable Obligor would not have been required to make an increased payment under paragraph (d) above in respect of that Tax Deduction, then the Interim Lender that received the payment in respect of which the Tax Deduction should have been made or made at a higher rate undertakes to promptly reimburse that Obligor for the amount of the Tax Deduction that should have been made (and, where the circumstances described in subparagraphs (ii)(B) or (C) apply, any penalty, interest or expenses payable in connection with any failure to pay or any delay in paying any of the same, and other than to the extent that such penalty, interest or expense arises or is increased as a result of any unreasonable delay by an Obligor in accounting to the Federal/State Guaranteerelevant Tax authority for any payment made pursuant to this paragraph (i)). Any such Group Company shall be entitled to set-off any amount which is paid by the Guarantor and not recovered by it under Clause 7.3 or payment due from an Interim Lender pursuant to this paragraph (Tax Crediti) is deemed to reduce the principal against any amount or payment owed by a Group Company (and, in the Guarantor in relation event of any such set-off by a Group Company, for the purposes of the Interim Documents, the Interim Facilities Agent or, as the case may be, the Interim Security Agent shall treat such set-off as reducing only amounts due to the Federal/State Guarantorrelevant Interim Lender).