Common use of PTR Scheme Clause in Contracts

PTR Scheme. In relation to the PTR Scheme: (A) If at any time a UK Treaty Lender wishes to use the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Rate Loan made available by it under this Agreement, provided that (A) the PTR Scheme is capable of applying to such Loan and (B) all Lenders in relation to that Loan consent to the use of the PTR Scheme, the Lenders in relation to that Loan hereby agree between themselves and irrevocably appoint the Administrative Agent to act as syndicate manager under the PTR Scheme (in such capacity, the “Syndicate Manager”). (B) Each Lender in relation to a Loan referred to in subsection (ii) of this Section 3.01(j): (I) authorizes the Syndicate Manager to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Loan; (II) shall cooperate with the Syndicate Manager in completing any procedural formalities necessary under the PTR Scheme and shall promptly supply to the Syndicate Manager such information as the Syndicate Manager may request in connection with the operation of the PTR Scheme; (III) without limiting the liability of the applicable Loan Party under this Agreement, shall, within five Business Days of demand, indemnify the Syndicate Manager for any liability or loss incurred by the Syndicate Manager as a result of the Syndicate Manager acting as syndicate manager under the PTR Scheme in connection with the Lender’s participation in that Loan (except to the extent that the liability or loss arises directly from the Syndicate Manager’s gross negligence or willful misconduct); and (IV) shall, within five Business Days of demand, indemnify the applicable Loan Party and the Syndicate Manager for any United Kingdom Tax which the applicable Loan Party or the Syndicate Manager becomes liable to pay in respect of any payments made to such Lender arising as a result of the withdrawal of a provisional authority issued by the United Kingdom HM Revenue & Customs under the PTR Scheme, except to the extent that (1) the applicable Loan Party would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such Lender. (C) the applicable Loan Party shall promptly supply to the Syndicate Manager such information as the Syndicate Manager may reasonably request in connection with the operation of the PTR Scheme. (D) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, the PTR Scheme in connection with the relevant Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreement) and shall provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to the applicable Loan Party. (E) All parties acknowledge that the Syndicate Manager: (I) is entitled to rely completely upon information provided to it in connection with subsections (ii) or (iii) of this Section 3.01(j); (II) is not obliged to undertake any inquiry into the accuracy of such information, nor into the status of the Lender or, as the case may be, the applicable Loan Party providing such information; and (F) shall have no liability to any person for the accuracy of any information it submits in connection with subsection (ii) of this Section 3.01(j).

PTR Scheme. In Without limiting the foregoing, and in relation to the PTR Scheme: (Ai) If at any time a UK Treaty Foreign Currency Lender that is not subject to United Kingdom corporation tax on payments made to it under this Credit Agreement wishes to use the PTR Scheme in respect of any Term SOFR Loan or Alternative Foreign Currency Daily Rate Loan made available by it under this Credit Agreement, provided that (A) the PTR Scheme is capable of applying to such Foreign Currency Loan and (B) all Lenders in relation to that Foreign Currency Loan consent to the use of the PTR Scheme, the Lenders in relation to that Foreign Currency Loan hereby shall agree between themselves and irrevocably appoint the Administrative Agent one such Lender to act as syndicate manager under the PTR Scheme (in such capacity, the “Syndicate Manager”). (Bii) Each Foreign Currency Lender in relation to a Foreign Currency Loan referred to in subsection (iii) of this Section 3.01(j4.10(f): (IA) authorizes authorises the Syndicate Manager to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Foreign Currency Loan; (IIB) shall cooperate with the Syndicate Manager in completing any procedural formalities necessary under the PTR Scheme and shall promptly supply to the Syndicate Manager such information as the Syndicate Manager may request in connection with the operation of the PTR Scheme; (IIIC) without limiting the liability of the applicable Loan Party any UK Borrower under this Credit Agreement, shall, within five 5 Business Days of demand, indemnify the Syndicate Manager for any liability or loss incurred by the Syndicate Manager as a result of the Syndicate Manager acting as syndicate manager under the PTR Scheme in connection with the Lender’s participation in that Foreign Currency Loan (except to the extent that the liability or loss arises directly from the Syndicate Manager’s gross negligence or willful wilful misconduct); and (IVD) shall, within five ten (10) Business Days of demand, indemnify the applicable Loan Party each UK Borrower and the Syndicate Manager for any United Kingdom Tax which the applicable Loan Party such UK Borrower or the Syndicate Manager becomes liable to pay in respect of any payments made to such Lender arising as a result of the withdrawal of a provisional authority issued by the United Kingdom HM Revenue & Customs under the PTR Scheme, except to the extent that (1) the applicable Loan Party such UK Borrower would be obliged to increase the amount payable (after payment of such UK Tax DeductionUnited Kingdom Tax) to such Lender pursuant to Section 3.01(b4.10(a) above or (2) the applicable Loan Party such UK Borrower has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such Lender. (Ciii) Each UK Borrower acknowledges that it is fully aware of its contingent obligations under the applicable Loan Party PTR Scheme and shall promptly supply to the Syndicate Manager such information as the Syndicate Manager may reasonably request in connection with the operation of the PTR Scheme. (Div) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, the PTR Scheme in connection with the relevant Foreign Currency Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Foreign Currency Lenders under this Credit Agreement) and shall provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Foreign Currency Loan to the applicable Loan Partythose UK Borrowers specified in such provisional authority. (Ev) All parties Parties acknowledge that the Syndicate Manager: (IA) is entitled to rely completely upon information provided to it in connection with subsections (ii) or (iii) of this Section 3.01(j4.10(f); (IIB) is not obliged to undertake any inquiry enquiry into the accuracy of such information, nor into the status of the Lender or, as the case may be, the applicable Loan Party UK Borrower providing such information; and (FC) shall have no liability to any person for the accuracy of any information it submits in connection with subsection (iiii)(A) of this Section 3.01(j4.10(f).

PTR Scheme. In relation to the PTR Scheme(a) Each UK Treaty Lender: (Ai) If at any time a UK Treaty Lender wishes to use the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Rate Loan made available by it under this Agreement, provided that (A) the PTR Scheme is capable of applying to such Loan and (B) all Lenders in relation to that Loan consent to the use of the PTR Scheme, the Lenders in relation to that Loan hereby agree between themselves and irrevocably appoint appoints the Administrative Agent to act as syndicate manager under the PTR Scheme (in such capacityunder, the “Syndicate Manager”). (B) Each Lender in relation to a Loan referred to in subsection (ii) of this Section 3.01(j): (I) and authorizes the Syndicate Manager Administrative Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Loanthe Facilities; (IIii) shall cooperate co-operate with the Syndicate Manager Administrative Agent in completing any procedural formalities necessary under the PTR Scheme Scheme, and shall promptly supply to the Syndicate Manager Administrative Agent such information as the Syndicate Manager Administrative Agent may request in connection with the operation of the PTR Scheme; (IIIiii) without limiting the liability of the applicable Loan Party any Borrower under this Agreement, shall, within five Business Days of demand, indemnify the Syndicate Manager Administrative Agent for any liability or loss incurred by the Syndicate Manager Administrative Agent as a result of the Syndicate Manager Administrative Agent acting as syndicate manager under the PTR Scheme in connection with the UK Treaty Lender’s participation in that any Loan (except to the extent that the liability or loss arises directly from the Syndicate ManagerAdministrative Agent’s gross negligence or willful misconduct); and (IViv) shall, within five Business Days of demand, indemnify the applicable Loan Party and the Syndicate Manager each Borrower for any United Kingdom Tax which the applicable Loan Party or the Syndicate Manager such Borrower becomes liable to pay in respect of any payments made to such UK Treaty Lender arising as a result of the withdrawal of any incorrect information supplied by such UK Treaty Lender under paragraph (ii) above which results in a provisional authority issued by the United Kingdom HM Revenue & and Customs under the PTR Scheme, except to the extent that (1) the applicable Loan Party would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such LenderScheme being withdrawn. (Cb) Each Borrower agrees and acknowledges that it is fully aware of its contingent obligations under the applicable Loan Party shall PTR Scheme and shall: (i) promptly supply to the Syndicate Manager Administrative Agent such information as the Syndicate Manager Administrative Agent may reasonably request in connection with the operation of the PTR Scheme; and (ii) act in accordance with any provisional notice issued by HM Revenue and Customs under the PTR Scheme. (Dc) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, the PTR Scheme in connection with the relevant Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreement) and shall Administrative Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to the applicable Loan Partythose Borrowers specified in such provisional authority. (Ed) All Each of the parties acknowledge hereto agrees and acknowledges that the Syndicate ManagerAdministrative Agent: (Ii) is entitled to rely completely upon information provided to it in connection with subsections paragraphs (iia) or (iiib) of this Section 3.01(j)above; (IIii) is not obliged to undertake any inquiry into the accuracy of such information, nor into the status of the UK Treaty Lender or, as the case may be, the applicable Loan Party Borrower providing such information; and (Fiii) shall have no liability to any person for the accuracy of any information it submits in connection with subsection paragraph (iia)(i) of this Section 3.01(j)above.

PTR Scheme. In relation to the PTR Scheme(a) Each Treaty Lender: (Ai) If at any time a UK Treaty Lender wishes to use irrevocably appoints the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Rate Loan made available by it under this Agreement, provided that (A) the PTR Scheme is capable of applying to such Loan and (B) all Lenders in relation to that Loan consent to the use of the PTR Scheme, the Lenders in relation to that Loan hereby agree between themselves and irrevocably appoint the Administrative Agent to act as syndicate manager under under, and authorises the PTR Scheme (in such capacity, the “Syndicate Manager”). (B) Each Lender in relation to a Loan referred to in subsection (ii) of this Section 3.01(j): (I) authorizes the Syndicate Manager Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Loanthe Facilities; (IIii) shall cooperate co-operate with the Syndicate Manager Agent in completing any procedural formalities necessary under the PTR Scheme Scheme, and shall promptly supply to the Syndicate Manager Agent such information as the Syndicate Manager Agent may request in connection with the operation of the PTR Scheme; (IIIiii) without limiting the liability of the applicable Loan Party any Borrower under this Agreement, shall, within five 5 Business Days of demand, indemnify the Syndicate Manager Agent for any liability or of loss incurred by the Syndicate Manager Agent as a result of the Syndicate Manager Agent acting as syndicate manager under the PTR Scheme in connection with the Treaty Lender’s 's participation in that any Loan (except to the extent that the liability or loss arises directly from the Syndicate Manager’s Agent's gross negligence or willful wilful misconduct); and (IViv) shall, within five 5 Business Days of demand, indemnify the applicable Loan Party and the Syndicate Manager each Borrower for any United Kingdom Tax which the applicable Loan Party or the Syndicate Manager such Borrower becomes liable to pay in respect of any payments prepayments made to such Treaty Lender arising as a result of the withdrawal of any incorrect information supplied by such Treaty Lender under paragraph (iii) above which results in a provisional authority issued by the United Kingdom HM UK Inland Revenue & Customs under the PTR Scheme, except to the extent that (1) the applicable Loan Party would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such LenderScheme being withdrawn. (Cb) Each Borrower acknowledges that it is fully aware of its contingent obligations under the applicable Loan Party shall PTR Scheme and shall: (i) promptly supply to the Syndicate Manager Agent such information as the Syndicate Manager Agent may reasonably request in connection with the operation of the PTR Scheme; and (ii) act in accordance with any provisional notice issued by the UK Inland Revenue under the PTR Scheme. (Dc) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, the PTR Scheme in connection with the relevant Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreement) and shall Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to the applicable Loan Partythose Borrowers specified in such provisional authority. (Ed) All parties Parties acknowledge that the Syndicate ManagerAgent: (Ii) is entitled to rely completely upon information provided to it in connection with subsections sub-paragraph (iia) or (iiib) of this Section 3.01(j)above; (IIii) is not obliged to undertake any inquiry enquiry into the accuracy of such information, nor into the status of the Treaty Lender or, as the case may be, the applicable Loan Party Borrower providing such information; andand Back to Contents (Fiii) shall have no liability to any person for the accuracy of any information it submits in connection with subsection paragraph (iia)(i) of above. (e) In this Section 3.01(j)Clause "PTR Scheme" means the Provisional Treaty Relief scheme as described in Inland Revenue Guidelines dated July 1999 and administered by the Inland Revenue's Centre for Non-Residents.

PTR Scheme. In relation to the PTR Scheme(a) Each Treaty Lender: (Ai) If at any time a UK Treaty Lender wishes to use irrevocably appoints the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Rate Loan made available by it under this Agreement, provided that (A) the PTR Scheme is capable of applying to such Loan and (B) all Lenders in relation to that Loan consent to the use of the PTR Scheme, the Lenders in relation to that Loan hereby agree between themselves and irrevocably appoint the Administrative Agent to act as syndicate manager under under, and authorises the PTR Scheme (in such capacity, the “Syndicate Manager”). (B) Each Lender in relation to a Loan referred to in subsection (ii) of this Section 3.01(j): (I) authorizes the Syndicate Manager Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Loanthe Facilities; (IIii) shall cooperate co-operate with the Syndicate Manager Agent in completing any procedural formalities necessary under the PTR Scheme Scheme, and shall promptly supply to the Syndicate Manager Agent such information as the Syndicate Manager Agent may request in connection with the operation of the PTR Scheme; (IIIiii) without limiting the liability of the applicable Loan Party any Borrower under this Agreement, shall, within five 5 Business Days of demand, indemnify the Syndicate Manager Agent for any liability or of loss incurred by the Syndicate Manager Agent as a result of the Syndicate Manager Agent acting as syndicate manager under the PTR Scheme in connection with the Treaty Lender’s 's participation in that any Loan (except to the extent that the liability or loss arises directly from the Syndicate Manager’s Agent's gross negligence or willful wilful misconduct); and (IViv) shall, within five 5 Business Days of demand, indemnify the applicable Loan Party and the Syndicate Manager each Borrower for any United Kingdom Tax which the applicable Loan Party or the Syndicate Manager such Borrower becomes liable to pay in respect of any payments prepayments made to such Treaty Lender arising as a result of the withdrawal of any incorrect information supplied by such Treaty Lender under paragraph (iii) above which results in a provisional authority issued by the United Kingdom HM UK Inland Revenue & Customs under the PTR Scheme, except to the extent that (1) the applicable Loan Party would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such LenderScheme being withdrawn. (Cb) Each Borrower acknowledges that it is fully aware of its contingent obligations under the applicable Loan Party shall PTR Scheme and shall: (i) promptly supply to the Syndicate Manager Agent such information as the Syndicate Manager Agent may reasonably request in connection with the operation of the PTR Scheme; and (ii) act in accordance with any provisional notice issued by the UK Inland Revenue under the PTR Scheme. (Dc) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, the PTR Scheme in connection with the relevant Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreement) and shall Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to the applicable Loan Partythose Borrowers specified in such provisional authority. (Ed) All parties Parties acknowledge that the Syndicate ManagerAgent: (Ii) is entitled to rely completely upon information provided to it in connection with subsections sub-paragraph (iia) or (iiib) of this Section 3.01(j)above; (IIii) is not obliged to undertake any inquiry enquiry into the accuracy of such information, nor into the status of the Treaty Lender or, as the case may be, the applicable Loan Party Borrower providing such information; and (Fiii) shall have no liability to any person for the accuracy of any information it submits in connection with subsection paragraph (iia)(i) of above. (e) In this Section 3.01(j)Clause "PTR Scheme" means the Provisional Treaty Relief scheme as described in Inland Revenue Guidelines dated July 1999 and administered by the Inland Revenue's Centre for Non-Residents.

PTR Scheme. In relation to the PTR Scheme(a) Each Treaty Lender: (Ai) If at any time a irrecovably appoints the UK Treaty Lender wishes to use the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Rate Loan made available by it under this Agreement, provided that (A) the PTR Scheme is capable of applying to such Loan and (B) all Lenders in relation to that Loan consent to the use of the PTR Scheme, the Lenders in relation to that Loan hereby agree between themselves and irrevocably appoint the Administrative Agent to act as syndicate manager under under, and authorises the PTR Scheme (in such capacity, the “Syndicate Manager”). (B) Each Lender in relation to a Loan referred to in subsection (ii) of this Section 3.01(j): (I) authorizes the Syndicate Manager Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Loanthe Loans; (IIii) shall cooperate co-operate with the Syndicate Manager UK Agent in completing any procedural formalities necessary under the PTR Scheme Scheme, and shall promptly supply to the Syndicate Manager UK Agent such information as the Syndicate Manager UK Agent may request in connection with the operation of the PTR Scheme; (IIIiii) without limiting the liability of the applicable Loan Party any UK Obligor under this Agreement, shall, within five 5 Business Days of demand, indemnify the Syndicate Manager UK Agent for any liability or loss incurred by the Syndicate Manager UK Agent as a result of the Syndicate Manager UK Agent acting as a syndicate manager under the PTR Scheme in connection with the Treaty Lender’s participation in that Loan any of the Loans (except to the extent that the liability or loss arises directly from the Syndicate ManagerUK Agent’s gross negligence or willful wilful misconduct); and; (IViv) shall, within five 5 Business Days of demand, indemnify the applicable Loan Party and the Syndicate Manager each UK Obligor for any United Kingdom Tax Taxes which the applicable Loan Party or the Syndicate Manager such UK Obligor becomes liable to pay in respect of any payments made to such Treaty Lender arising as a result of the withdrawal of any incorrect information supplied by such Treaty Lender under Section 12.23(a)(ii) above which results in a provisional authority issued by Her Majesty’s Revenue and Customs in the United Kingdom HM Revenue & Customs UK under the PTR Scheme being withdrawn; and (v) shall forthwith notify each UK Obligor if it ceases to be a Treaty Lender. (b) Each UK Obligor acknowledges that it is fully aware of its contingent obligations under the PTR Scheme, except to the extent that and shall (1i) the applicable Loan Party would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such Lender. (C) the applicable Loan Party shall promptly supply to the Syndicate Manager UK Agent such information as the Syndicate Manager UK Agent may reasonably request in connection with the operation of the PTR Scheme, and (ii) act in accordance with any provisional notice issued by Her Majesty’s Revenue and Customs in the UK under the PTR Scheme. (Dc) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, the PTR Scheme in connection with the relevant Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreement) and shall UK Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to the applicable Loan Partythose UK Obligors specified in such provisional authority. (Ed) All parties acknowledge that the Syndicate Manager: UK Agent (Ii) is entitled to rely completely upon information provided to it in connection with subsections Section 12.23(a) or Section 12.23(b) above, (ii) or (iii) of this Section 3.01(j); (II) is not obliged to undertake any inquiry enquiry into the accuracy of such information, nor into the status of the Treaty Lender or, as the case may be, the applicable Loan Party UK Obligor, providing such information; and , and (Fiii) shall have no liability to any person for the accuracy of any information it submits in connection accordance with subsection Section 12.23(a)(i) above. (iie) of In this Section 3.01(j)12.23, “PTR Scheme” means the Provisional Treaty Relief scheme as described in the Guidelines issued by Her Majesty’s Revenue and Customs in the UK (“HMRC”) in January 2003 and administered by the HMRC UK Centre for Non-Residents.

PTR Scheme. In relation to the PTR Scheme(a) Each Treaty Lender: (Ai) If at any time a UK Treaty Lender wishes to use irrevocably appoints the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Rate Loan made available by it under this Agreement, provided that (A) the PTR Scheme is capable of applying to such Loan and (B) all Lenders in relation to that Loan consent to the use of the PTR Scheme, the Lenders in relation to that Loan hereby agree between themselves and irrevocably appoint the Administrative Agent to act as syndicate manager under under, and authorises the PTR Scheme (in such capacity, the “Syndicate Manager”). (B) Each Lender in relation to a Loan referred to in subsection (ii) of this Section 3.01(j): (I) authorizes the Syndicate Manager Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Loan;the Facility; A02583129/5.0/05 Feb 2003 Back to Contents (IIii) shall cooperate co-operate with the Syndicate Manager Agent in completing any procedural formalities necessary under the PTR Scheme Scheme, and shall promptly supply to the Syndicate Manager Agent such information as the Syndicate Manager Agent may request in connection with the operation of the PTR Scheme; (IIIiii) without limiting the liability of the applicable Loan Party any Borrower under this Agreement, shall, within five 5 Business Days of demand, indemnify the Syndicate Manager Agent for any liability or of loss incurred by the Syndicate Manager Agent as a result of the Syndicate Manager Agent acting as syndicate manager under the PTR Scheme in connection with the Treaty Lender’s participation in that any Loan (except to the extent that the liability or loss arises directly from the Syndicate ManagerAgent’s gross negligence or willful wilful misconduct); and (IViv) shall, within five 5 Business Days of demand, indemnify the applicable Loan Party and the Syndicate Manager each Borrower for any United Kingdom Tax which the applicable Loan Party or the Syndicate Manager such Borrower becomes liable to pay in respect of any payments prepayments made to such Treaty Lender arising as a result of the withdrawal of any incorrect information supplied by such Treaty Lender under paragraph (iii) above which results in a provisional authority issued by the United Kingdom HM UK Inland Revenue & Customs under the PTR Scheme, except to the extent that (1) the applicable Loan Party would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such LenderScheme being withdrawn. (Cb) Each Borrower acknowledges that it is fully aware of its contingent obligations under the applicable Loan Party shall PTR Scheme and shall: (i) promptly supply to the Syndicate Manager Agent such information as the Syndicate Manager Agent may reasonably request in connection with the operation of the PTR Scheme; and (ii) act in accordance with any provisional notice issued by the UK Inland Revenue under the PTR Scheme. (Dc) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, the PTR Scheme in connection with the relevant Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreement) and shall Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to the applicable Loan Partythose Borrowers specified in such provisional authority. (Ed) All parties Parties acknowledge that the Syndicate ManagerAgent: (Ii) is entitled to rely completely upon information provided provide to it in connection with subsections sub-paragraph (iia) or (iiib) of this Section 3.01(j)above; (IIii) is not obliged to undertake any inquiry enquiry into the accuracy of such information, nor into the status of the Treaty Lender or, as the case may be, the applicable Loan Party Borrower providing such information; and (Fiii) shall have no liability to any person for the accuracy of any information it submits in connection with subsection paragraph (iia)(i) of above. (e) In this Section 3.01(j)Clause “PTR Scheme” means the Provisional Treaty Relief scheme as described in Inland Revenue Guidelines dated July 1999 and administered by the Inland Revenue’s Centre for Non-Residents.

PTR Scheme. In relation to the PTR Scheme: (A) If at any time a UK Treaty Lender wishes to use the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Eurocurrency Rate Loan made available by it under this Agreement, provided that (A) the PTR Scheme is capable of applying to such Eurocurrency Rate Loan and (B) all Lenders in relation to that Eurocurrency Rate Loan consent to the use of the PTR Scheme, the Lenders in relation to that Eurocurrency Rate Loan hereby agree between themselves and irrevocably appoint the Administrative Agent to act as syndicate manager under the PTR Scheme (in such capacity, the “Syndicate Manager”). (B) Each Lender in relation to a Eurocurrency Rate Loan referred to in subsection (ii) of this Section 3.01(j): (I) authorizes the Syndicate Manager to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Eurocurrency Rate Loan; (II) shall cooperate with the Syndicate Manager in completing any procedural formalities necessary under the PTR Scheme and shall promptly supply to the Syndicate Manager such information as the Syndicate Manager may request in connection with the operation of the PTR Scheme; (III) without limiting the liability of the applicable Loan Party J▇▇▇▇▇ UK under this Agreement, shall, within five Business Days of demand, indemnify the Syndicate Manager for any liability or loss incurred by the Syndicate Manager as a result of the Syndicate Manager acting as syndicate manager under the PTR Scheme in connection with the Lender’s participation in that Eurocurrency Rate Loan (except to the extent that the liability or loss arises directly from the Syndicate Manager’s gross negligence or willful misconduct); and (IV) shall, within five Business Days of demand, indemnify the applicable Loan Party J▇▇▇▇▇ UK and the Syndicate Manager for any United Kingdom Tax which the applicable Loan Party J▇▇▇▇▇ UK or the Syndicate Manager becomes liable to pay in respect of any payments made to such Lender arising as a result of the withdrawal of a provisional authority issued by the United Kingdom HM Revenue & Customs under the PTR Scheme, except to the extent that (1) the applicable Loan Party J▇▇▇▇▇ UK would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party J▇▇▇▇▇ UK has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such Lender. (C) the applicable Loan Party J▇▇▇▇▇ UK shall promptly supply to the Syndicate Manager such information as the Syndicate Manager may reasonably request in connection with the operation of the PTR Scheme. (D) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, the PTR Scheme in connection with the relevant Eurocurrency Rate Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreement) and shall provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Eurocurrency Rate Loan to the applicable Loan PartyJ▇▇▇▇▇ UK. (E) All parties acknowledge that the Syndicate Manager: (I) is entitled to rely completely upon information provided to it in connection with subsections (ii) or (iii) of this Section 3.01(j); (II) is not obliged to undertake any inquiry into the accuracy of such information, nor into the status of the Lender or, as the case may be, the applicable Loan Party J▇▇▇▇▇ UK providing such information; and (F) shall have no liability to any person for the accuracy of any information it submits in connection with subsection (iiii)(A) of this Section 3.01(j).

PTR Scheme. In relation to the PTR Scheme(a) Each Lender: (Ai) If at any time irrevocably appoints Six Continents Limited (“SCL”) (insofar as it is permitted to act as a UK Treaty Lender wishes to use the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Rate Loan made available syndicate manager by it under this Agreement, provided that (AHM Revenue & Customs) the PTR Scheme is capable of applying to such Loan and (B) all Lenders in relation to that Loan consent to the use of the PTR Scheme, the Lenders in relation to that Loan hereby agree between themselves and irrevocably appoint the Administrative Agent to act as syndicate manager under the PTR Scheme (in such capacityunder, the “Syndicate Manager”). (B) Each Lender in relation to a Loan referred to in subsection (ii) of this Section 3.01(j): (I) authorizes the Syndicate Manager and authorises SCL to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Loanthe Facilities; (IIii) shall cooperate co-operate with the Syndicate Manager SCL in completing any procedural formalities necessary under the PTR Scheme Scheme, and shall promptly supply to the Syndicate Manager SCL such information as the Syndicate Manager SCL may request in connection with the operation of the PTR Scheme; (IIIiii) without limiting the liability of the applicable Loan Party any Borrower under this Agreement, shall, within five 5 Business Days of demand, indemnify the Syndicate Manager SCL for any liability or loss incurred by the Syndicate Manager SCL as a result of the Syndicate Manager SCL acting as syndicate manager under the PTR Scheme in connection with the Lender’s participation in that any Loan (except to the extent that the liability or loss arises directly from the Syndicate ManagerSCL’s gross negligence or willful wilful misconduct); and (IViv) shall, within five 5 Business Days of demand, indemnify the applicable Loan Party and the Syndicate Manager each Borrower for any United Kingdom Tax which the applicable Loan Party or the Syndicate Manager such Borrower becomes liable to pay in respect of any payments made to such Lender arising as a result of the withdrawal of any incorrect information supplied by such Lender under paragraph (ii) above which results in a provisional authority issued by the United Kingdom HM Revenue & Customs under the PTR Scheme, except to the extent that (1) the applicable Loan Party would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such LenderScheme being withdrawn. (Cb) Each Borrower acknowledges that it is fully aware of its contingent obligations under the applicable Loan Party shall PTR Scheme and shall: (i) promptly supply to the Syndicate Manager SCL such information as the Syndicate Manager SCL may reasonably request in connection with the operation of the PTR Scheme, save that SCL shall have no such obligation to the extent it is a Borrower; and (ii) act in accordance with any provisional notice issued by HM Revenue & Customs under the PTR Scheme. (Dc) The Syndicate Manager shall If SCL is not permitted by HM Revenue & Customs to act as syndicate manager under, and operate, and take any action necessary or desirable under, under and/or operate the PTR Scheme in connection accordance with paragraph (a) above: (i) each Lender irrevocably appoints the relevant Loan Agent to act as syndicate manager and to operate the PTR Scheme and paragraphs (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreementa) and (b) above shall apply to the Agent and shall be construed as if references in those paragraphs to “SCL” were references to “the Agent”; and (ii) the Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to the applicable Loan Partythose Borrowers specified in such provisional authority. (Ed) All parties Parties acknowledge that each of SCL and the Syndicate ManagerAgent: (Ii) is entitled to rely completely upon information provided to it in connection with subsections paragraphs (iia) or (iiib) of this Section 3.01(j)above; (IIii) is not obliged to undertake any inquiry enquiry into the accuracy of such information, nor into the status of the Lender or, as the case may be, the applicable Loan Party Borrower providing such information; and (Fiii) shall have no liability to any person for the accuracy of any information it submits in connection with subsection paragraph (iia)(i) above. (e) All Parties agree to the appointment of SCL as syndicate manager for the purposes of the PTR Scheme. (f) In this Section 3.01(j)Clause “PTR Scheme” means the Provisional Treaty Relief scheme as described in HM Revenue & Customs (formerly the Inland Revenue) Guidelines dated January 2003 and administered by HM Revenue & Customs.

PTR Scheme. In relation to the PTR Scheme: (A) If at any time a UK Treaty Lender wishes to use the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Eurocurrency Rate Loan made available by it under this Agreement, provided that (A) the PTR Scheme is capable of applying to such Eurocurrency Rate Loan and (B) all Lenders in relation to that Eurocurrency Rate Loan consent to the use of the PTR Scheme, the Lenders in relation to that Eurocurrency Rate Loan hereby agree between themselves and irrevocably appoint the Administrative Agent to act as syndicate manager under the PTR Scheme (in such capacity, the “Syndicate Manager”). (B) Each Lender in relation to a Eurocurrency Rate Loan referred to in subsection (ii) of this Section 3.01(j): (I) authorizes the Syndicate Manager to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Eurocurrency Rate Loan; (II) shall cooperate with the Syndicate Manager in completing any procedural formalities necessary under the PTR Scheme and shall promptly supply to the Syndicate Manager such information as the Syndicate Manager may request in connection with the operation of the PTR Scheme; (III) without limiting the liability of the applicable Loan Party Borrower under this Agreement, shall, within five Business Days of demand, indemnify the Syndicate Manager for any liability or loss incurred by the Syndicate Manager as a result of the Syndicate Manager acting as syndicate manager under the PTR Scheme in connection with the Lender’s participation in that Eurocurrency Rate Loan (except to the extent that the liability or loss arises directly from the Syndicate Manager’s gross negligence or willful misconduct); and (IV) shall, within five Business Days of demand, indemnify the applicable Loan Party Borrower and the Syndicate Manager for any United Kingdom Tax which the applicable Loan Party Borrower or the Syndicate Manager becomes liable to pay in respect of any payments made to such Lender arising as a result of the withdrawal of a provisional authority issued by the United Kingdom HM Revenue & Customs under the PTR Scheme, except to the extent that (1) the applicable Loan Party Borrower would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party Borrower has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such Lender. (C) the applicable Loan Party Borrower shall promptly supply to the Syndicate Manager such information as the Syndicate Manager may reasonably request in connection with the operation of the PTR Scheme. (D) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, the PTR Scheme in connection with the relevant Eurocurrency Rate Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreement) and shall provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Eurocurrency Rate Loan to the applicable Loan PartyBorrower. (E) All parties acknowledge that the Syndicate Manager: (I) is entitled to rely completely upon information provided to it in connection with subsections (ii) or (iii) of this Section 3.01(j); (II) is not obliged to undertake any inquiry into the accuracy of such information, nor into the status of the Lender or, as the case may be, the applicable Loan Party Borrower providing such information; and (F) shall have no liability to any person for the accuracy of any information it submits in connection with subsection (iiii)(A) of this Section 3.01(j).

PTR Scheme. In relation to the PTR Scheme(a) Each Treaty Lender: (Ai) If at any time a UK Treaty Lender wishes to use irrevocably appoints the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Rate Loan made available by it under this Agreement, provided that (A) the PTR Scheme is capable of applying to such Loan and (B) all Lenders in relation to that Loan consent to the use of the PTR Scheme, the Lenders in relation to that Loan hereby agree between themselves and irrevocably appoint the Administrative Agent to act as syndicate manager under under, and authorises the PTR Scheme (in such capacity, the “Syndicate Manager”). (B) Each Lender in relation to a Loan referred to in subsection (ii) of this Section 3.01(j): (I) authorizes the Syndicate Manager Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Loanthe Facilities; (IIii) shall cooperate co-operate with the Syndicate Manager Agent in completing any procedural formalities necessary under the PTR Scheme Scheme, and shall promptly supply to the Syndicate Manager Agent such information as the Syndicate Manager Agent may request in connection with the operation of the PTR Scheme; (IIIiii) without limiting the liability of the applicable Loan Party any Borrower under this Agreement, shall, within five 5 Business Days of demand, indemnify the Syndicate Manager Agent for any liability or of loss incurred by the Syndicate Manager Agent as a result of the Syndicate Manager Agent acting as syndicate manager under the PTR Scheme in connection with the Treaty Lender’s participation in that any Loan (except to the extent that the liability or loss arises directly from the Syndicate ManagerAgent’s gross negligence or willful wilful misconduct); and (IViv) shall, within five 5 Business Days of demand, indemnify the applicable Loan Party and the Syndicate Manager each Borrower for any United Kingdom Tax which the applicable Loan Party or the Syndicate Manager such Borrower becomes liable to pay in respect of any payments prepayments made to such Treaty Lender arising as a result of the withdrawal of any incorrect information supplied by such Treaty Lender under paragraph (iii) above which results in a provisional authority issued by the United Kingdom HM UK Inland Revenue & Customs under the PTR Scheme, except to the extent that (1) the applicable Loan Party would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such LenderScheme being withdrawn. (Cb) Each Borrower acknowledges that it is fully aware of its contingent obligations under the applicable Loan Party shall PTR Scheme and shall: (i) promptly supply to the Syndicate Manager Agent such information as the Syndicate Manager Agent may reasonably request in connection with the operation of the PTR Scheme; and (ii) act in accordance with any provisional notice issued by the UK Inland Revenue under the PTR Scheme. (Dc) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, the PTR Scheme in connection with the relevant Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreement) and shall Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to the applicable Loan Partythose Borrowers specified in such provisional authority. (Ed) All parties Parties acknowledge that the Syndicate ManagerAgent: (Ii) is entitled to rely completely upon information provided to it in connection with subsections sub- paragraph (iia) or (iiib) of this Section 3.01(j)above; (IIii) is not obliged to undertake any inquiry enquiry into the accuracy of such information, nor into the status of the Treaty Lender or, as the case may be, the applicable Loan Party Borrower providing such information; and (Fiii) shall have no liability to any person for the accuracy of any information it submits in connection with subsection paragraph (iia)(i) of above. (e) In this Section 3.01(j)Clause “PTR Scheme” means the Provisional Treaty Relief scheme as described in Inland Revenue Guidelines dated January 2003 and administered by the Inland Revenue’s Centre for Non-Residents.

PTR Scheme. (i) In relation to the PTR Scheme: event that the UK Subsidiary becomes a Foreign Subsidiary Borrower party hereto, each Revolving Lender (Aa) If at any time a UK Treaty Lender wishes to use the PTR Scheme in respect of any Term SOFR Loan or Alternative Currency Daily Rate Loan made available by it under this Agreement, provided that (A) the PTR Scheme is capable of applying to such Loan and (B) all Lenders in relation to that Loan consent to the use of the PTR Scheme, the Lenders in relation to that Loan hereby agree between themselves and irrevocably appoint appoints the Administrative Agent to act as syndicate manager under the PTR Scheme (in such capacityunder, the “Syndicate Manager”). (B) Each Lender in relation to a Loan referred to in subsection (ii) of this Section 3.01(j): (I) and authorizes the Syndicate Manager Administrative Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with that Loan; this Agreement, (IIb) shall cooperate with the Syndicate Manager Administrative Agent in completing any procedural formalities necessary under the PTR Scheme Scheme, and shall promptly supply to the Syndicate Manager Administrative Agent such information as the Syndicate Manager Administrative Agent may request in connection with the operation of the PTR Scheme; , and (IIIc) without limiting the liability of the applicable Loan Party UK Borrower under this Agreement, shall, within five (5) Business Days of demand, indemnify the Syndicate Manager Administrative Agent for any liability or loss incurred by the Syndicate Manager Administrative Agent as a result of the Syndicate Manager Administrative Agent acting as syndicate manager under the PTR Scheme in connection with the such Lender’s participation in that Loan any Borrowing (except to the extent that the liability or loss arises directly from the Syndicate ManagerAdministrative Agent’s gross negligence or willful misconduct); and. (IVii) shall, within five Business Days The UK Borrower acknowledges that it is fully aware of demand, indemnify the applicable Loan Party and the Syndicate Manager for any United Kingdom Tax which the applicable Loan Party or the Syndicate Manager becomes liable to pay in respect of any payments made to such Lender arising as a result of the withdrawal of a provisional authority issued by the United Kingdom HM Revenue & Customs its contingent obligations under the PTR Scheme, except to the extent that Scheme and shall (1a) the applicable Loan Party would be obliged to increase the amount payable (after payment of such UK Tax Deduction) to such Lender pursuant to Section 3.01(b) above or (2) the applicable Loan Party has not relied on such provisional authority and has withheld amounts in respect of United Kingdom Tax from payments to such Lender. (C) the applicable Loan Party shall promptly supply to the Syndicate Manager Administrative Agent such information as the Syndicate Manager Administrative Agent may reasonably request in connection with the operation of the PTR Scheme and (b) act in accordance with any provisional notice issued by H.M. Revenue & Customs under the PTR Scheme. (Diii) The Syndicate Manager shall act as syndicate manager under, and operate, and take any action necessary or desirable under, Each of the PTR Scheme in connection with the relevant Loan (including, where necessary, notifying the United Kingdom HM Revenue & Customs of new Lenders under this Agreement) and shall provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to the applicable Loan Party. (E) All parties hereto acknowledge that the Syndicate Manager: Administrative Agent (Ia) is entitled to rely completely upon information provided to it in connection with subsections subparagraphs (i) or (ii) or above, (iii) of this Section 3.01(j); (IIb) is not obliged to undertake any inquiry into the accuracy of such information, nor into the taxation status of the any Lender or, as the case may be, the applicable Loan Party UK Borrower providing such information; and information and (Fc) shall have no liability to any person Person for the accuracy of any information it the Administrative Agent submits in connection with subsection sub-paragraph (iii)(a) of this Section 3.01(j)above.