Common use of Tax Gross Up and Indemnities Clause in Contracts

Tax Gross Up and Indemnities. (a) Any and all payments by or on account of any obligation of any Borrower or any other Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b) In addition, the Credit Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (c) The Credit Parties shall indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that if an Agent or Lender, as the case may be, makes demand for such payment more than 270 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Person for payment of such Indemnified Taxes or Other Taxes, and (ii) the date on which such Person has made payment of such Indemnified Taxes or Other Taxes (except that, if the Indemnified Taxes or Other Taxes imposed or asserted giving rise to such claims are retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effort thereof), the Borrowers shall not be required to make any payment in connection with such claim pursuant to this Section 2.20(c) of any interest, penalties or additions to tax accruing after such date. A certificate as to the amount of such payment or liability delivered to a Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. Notwithstanding the foregoing, in no event shall the Credit Parties be required to indemnify any Recipient for any Bank Levies pursuant to this Section 2.20(c). (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower or any other Credit Party to a Governmental Authority, the applicable Borrower or Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to EIH and the Administrative Agent, at the time or times reasonably requested by EIH or the Administrative Agent, such properly completed and executed documentation reasonably requested by EIH or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by EIH or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by EIH or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to withholding, backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(e)(ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Each Lender shall provide to the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement a properly executed applicable IRS Form W-8 or W-9 in order to establish that payments to such Lender under the Credit Documents are not subject to any United States federal backup withholding tax. (iii) If a payment made to a Recipient under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to EIH and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by EIH or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by EIH or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify EIH and the Administrative Agent in writing of its legal inability to do so. (f) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f). (g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (h) All amounts set out, or expressed in this Agreement to be payable by either Borrower to a Lender or Agent which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (i) below, if VAT is or becomes chargeable on any supply made by any Lender or Agent to either Borrower under this Agreement that Borrower shall pay to the Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender or Agent shall promptly provide an appropriate VAT invoice to such Borrower) or in case where the reverse charge mechanism is applicable, the Borrower shall directly account for such VAT and pay the relevant VAT amount directly to the competent tax authority. (i) If VAT is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other Lender or Agent (the “Customer”) under a Credit Document, and either Borrower other than the Customer (the “Subject Party”) is required by the terms of this Agreement to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Customer in respect of that consideration), such Borrower shall also pay to the Supplier (provided the Supplier is required to account for VAT) or the Customer (if the Customer is required to account for the VAT) (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Customer will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Customer from the relevant tax authority which the Customer reasonably determines in respect of such VAT. (ii) Where this Agreement requires either Borrower to reimburse or indemnify a Lender or Agent for any cost or expense, the Borrower shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iii) Any reference in this Section 2.20(h) to any Borrower shall, at any time when such Borrower is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC as amended (or as implemented by a member state of the European Union). (i) Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. For purposes of this Section 2.20, the term “Applicable Law” includes FATCA.

Tax Gross Up and Indemnities. (a) 15.1 Any and all payments by or on account of any obligation of any the Borrower or any other Credit Party the Sponsor under any Credit Finance Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable such Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party Borrower or the Sponsor shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.20) Clause), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b) In addition, the Credit Parties 15.2 The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Lawapplicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (c) 15.3 The Credit Parties Borrower shall indemnify each Recipient, within 10 thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes imposed or asserted on or attributable to any payments made by or on behalf of the Borrower under any Finance Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20Clause) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that if an Agent or Lender, as the case may be, makes demand for such payment more than 270 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Person for payment of such Indemnified Taxes or Other Taxes, and (ii) the date on which such Person has made payment of such Indemnified Taxes or Other Taxes (except that, if the Indemnified Taxes or Other Taxes imposed or asserted giving rise to such claims are retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effort thereof), the Borrowers shall not be required to make any payment in connection with such claim pursuant to this Section 2.20(c) of any interest, penalties or additions to tax accruing after such date. A certificate as to the amount of such payment or liability (together with a summary calculation thereof and reasonable details as to the determination of the Indemnified Tax being claimed) delivered to a the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. Notwithstanding the foregoing, in no event shall the Credit Parties be required to indemnify any Recipient for any Bank Levies pursuant to this Section 2.20(c). (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower or any other Credit Party to a Governmental Authority, the applicable Borrower or Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to EIH and the Administrative Agent, at the time or times reasonably requested by EIH or the Administrative Agent, such properly completed and executed documentation reasonably requested by EIH or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by EIH or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by EIH or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to withholding, backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(e)(ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Each Lender shall provide to the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement a properly executed applicable IRS Form W-8 or W-9 in order to establish that payments to such Lender under the Credit Documents are not subject to any United States federal backup withholding tax. (iii) If a payment made to a Recipient under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to EIH and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by EIH or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by EIH or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify EIH and the Administrative Agent in writing of its legal inability to do so. (f) 15.4 Each Lender shall severally indemnify the Administrative Agent, Agent within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating Clause 29.6 (Participations) related to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Finance Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Finance Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph Clause 15.4. 15.5 As soon as practicable after any payment of Taxes by the Borrower or the Sponsor to a Governmental Authority pursuant to this Clause 15, the Borrower or the Sponsor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 15.6 Any Lender that is entitled to an exemption from, or reduction of, any applicable Tax with respect to any payments under any Finance Document shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without the imposition of, or at a reduced rate of, such Tax. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (f)other than such documentation set forth in Clause 15.6(a)(i) through (a)(v) and (b) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower or the Administrative Agent any Lender shall update any form or certification previously delivered pursuant to this Clause 15.6. If any form or certification previously delivered pursuant to this Clause 15.6 expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Borrower in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (ga) Without limiting the generality of the foregoing, each Lender shall, if it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies reasonably requested by the Borrower or the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto (and from time to time thereafter when the prior form expires or becomes invalid or obsolete, or otherwise upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (i) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax; (ii) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Finance Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under any Finance Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (iii) in the case of a Non-U.S. Lender for whom payments under any Finance Document constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI; (iv) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN or IRS Form W-8BEN-E and (2) a certificate (a “U.S. Tax Compliance Certificate”) to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code; (v) in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (i), (ii), (iii) and (iv) of this Clause 15.6(a) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided that if the Lender is a partnership and one or more of its direct or indirect partners are claiming the exemption for portfolio interest under Section 871(c) of the Code, such Lender may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (vi) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. federal withholding Tax together with such supplementary documentation necessary to enable the Borrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld. (b) if a payment made to a Recipient under any Finance Document would be subject to United States federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (b), FATCA shall include any amendments made to FATCA after the date of this Agreement. 15.7 If any party Recipient determines, in its sole reasonable discretion exercised in good faith, that it has received a refund of any Taxes (or would have received a refund of any Taxes it has been indemnified for by the Borrower under this Clause 15 but for an election to apply such refund to reduce its Tax liability in the next applicable Tax year) as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of Borrower or with respect to which the Borrower or the Sponsor has paid additional amounts pursuant to this Section 2.20)Clause 15, it shall pay to the indemnifying party Borrower or the Sponsor, as the case may be, an amount equal to such refund (or such refund of any Taxes that would have been received but for an election to apply such refund to reduce its Tax liability in the next applicable Tax year) (but only to the extent of indemnity payments made made, or additional amounts paid, by the Borrower or the Sponsor under this Section Clause with respect to the Taxes giving rise to such refundrefund (or amount equal to such refund that would have been received but for an election to apply such refund to reduce its Tax liability in the next applicable Tax year)), net of all out-of-pocket expenses (including Taxes) of incurred by such indemnified party Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refundrefund (or amount equal to such refund that would have been received but for an election to apply such refund to reduce its Tax liability in the next applicable Tax year). Such indemnifying party); provided that the Borrower or the Sponsor, as the case may be, upon the request of such indemnified partythe Recipient, shall agrees to repay to such indemnified party the amount paid over pursuant to this paragraph (g) the Borrower or the Sponsor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event that such indemnified party the Recipient is required to repay such refund (or for a refund that would have been received but for an election to apply such refund to its Tax liability in a subsequent Tax year, is not allowed to so apply such refund in the subsequent Tax year) to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g)Clause 15.7, in no event will the indemnified party applicable Recipient be required to pay any amount to an indemnifying party the Borrower or the Sponsor pursuant to this paragraph (g) Clause 15.7 the payment of which would place the indemnified party Recipient in a less favorable favourable net after-Tax position than the indemnified party such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund (or amount equal to such refund that would have been received but for an election to apply such refund to reduce its Tax liability in the next applicable Tax year) had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph Clause 15.7 shall not be construed to require any indemnified party Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party Borrower, the Sponsor or any other Person. (h) All amounts set out, or expressed in this Agreement to be payable by either Borrower to a Lender or Agent which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (i) below, if VAT is or becomes chargeable on any supply made by any Lender or Agent to either Borrower under this Agreement that Borrower shall pay to the Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender or Agent shall promptly provide an appropriate VAT invoice to such Borrower) or in case where the reverse charge mechanism is applicable, the Borrower shall directly account for such VAT and pay the relevant VAT amount directly to the competent tax authority. (i) If VAT is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other Lender or Agent (the “Customer”) under a Credit Document, and either Borrower other than the Customer (the “Subject Party”) is required by the terms of this Agreement to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Customer in respect of that consideration), such Borrower shall also pay to the Supplier (provided the Supplier is required to account for VAT) or the Customer (if the Customer is required to account for the VAT) (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Customer will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Customer from the relevant tax authority which the Customer reasonably determines in respect of such VAT. (ii) Where this Agreement requires either Borrower to reimburse or indemnify a Lender or Agent for any cost or expense, the Borrower shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iii) Any reference in this Section 2.20(h) to any Borrower shall, at any time when such Borrower is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC as amended (or as implemented by a member state of the European Union). (i) Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. For purposes of this Section 2.20, the term “Applicable Law” includes FATCA.

Tax Gross Up and Indemnities. (a) Any and The Borrower shall make all payments to be made by or on account of any obligation of any Borrower or any other Credit Party it under any Credit Finance Document shall without any Tax Deduction, unless a Tax Deduction is required by law. (b) If a Tax Deduction is required by law to be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party Borrower the amount of the payment due from the Borrower shall be increased as necessary so that to an amount which (after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.20making any Tax Deduction) the applicable Recipient receives leaves an amount equal to the sum it payment which would have received been due if no Tax Deduction had no such deduction or withholding been maderequired. (b) In addition11.2 The Borrower shall pay, and, on demand, indemnify the Credit Parties shall timely pay to Lender against any cost, loss or liability the relevant Governmental Authority Lender incurs in accordance with Applicable Lawrelation to, or at the option all stamp duty, registration and other similar Taxes payable in respect of the Administrative Agent timely reimburse it for the payment of, any Other TaxesFinance Document. (c) The Credit Parties shall indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to 11.3 All amounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted Finance Document by the relevant Governmental Authority; provided, however, that if an Agent or Lender, as the case may be, makes demand for such payment more than 270 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Person for payment of such Indemnified Taxes or Other Taxes, and (ii) the date on which such Person has made payment of such Indemnified Taxes or Other Taxes (except that, if the Indemnified Taxes or Other Taxes imposed or asserted giving rise to such claims are retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effort thereof), the Borrowers shall not be required to make any payment in connection with such claim pursuant to this Section 2.20(c) of any interest, penalties or additions to tax accruing after such date. A certificate as to the amount of such payment or liability delivered to a Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. Notwithstanding the foregoing, in no event shall the Credit Parties be required to indemnify any Recipient for any Bank Levies pursuant to this Section 2.20(c). (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower or any other Credit Party to a Governmental Authority, the applicable Borrower or Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to EIH and the Administrative Agent, at the time or times reasonably requested by EIH or the Administrative Agent, such properly completed and executed documentation reasonably requested by EIH or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by EIH or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by EIH or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to withholding, backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(e)(ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Each Lender shall provide to the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement a properly executed applicable IRS Form W-8 or W-9 in order to establish that payments to such Lender under the Credit Documents are not subject to any United States federal backup withholding tax. (iii) If a payment made to a Recipient under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to EIH and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by EIH or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by EIH or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify EIH and the Administrative Agent in writing of its legal inability to do so. (f) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f). (g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (h) All amounts set out, or expressed in this Agreement to be payable by either Borrower to a Lender or Agent which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (i) below, if VAT. If VAT is or becomes chargeable on any supply made by any Lender or Agent to either Borrower under this Agreement that chargeable, the Borrower shall pay to the Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender or Agent shall promptly provide an appropriate VAT invoice to such Borrower) or in case where the reverse charge mechanism is applicable, the Borrower shall directly account for such VAT and pay the relevant VAT amount directly to the competent tax authority. (i) If VAT is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other Lender or Agent (the “Customer”) under a Credit Document, and either Borrower other than the Customer (the “Subject Party”) is required by the terms of this Agreement to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Customer in respect of that consideration), such Borrower shall also pay to the Supplier (provided the Supplier is required to account for VAT) or the Customer (if the Customer is required to account for the VAT) (in addition to and at the same time as paying such amount) an amount equal to the amount of such the VAT. The Customer will promptly pay . 11.4 Subject to clause 11.6 below, each of the Borrower and the Lender shall, within ten Business Days of a reasonable request by the other party: (a) confirm to the Subject other whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (b) supply to that other Party an amount equal such forms, documentation and other information relating to its status under FATCA (including its applicable "passthru payment percentage" or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party's compliance with FATCA. 11.5 If a Party confirms to the other pursuant to 11.4(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly. 11.6 Clause 11.4 above shall not oblige the Lender to do anything which would or might in its reasonable opinion constitute a breach of: (a) any credit law or repayment obtained regulation; (b) any fiduciary duty; or (c) any duty of confidentiality. 11.7 If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 11.4 above (including, for the avoidance of doubt, where clause 11.6) above applies), then: (a) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (b) if that Party failed to confirm its applicable "passthru payment percentage" then such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable "passthru payment percentage" is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information. 11.8 Each Party may make any FATCA Deduction it is required to make by the Customer from the relevant tax authority which the Customer reasonably determines 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 VATa FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. 11.9 Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (ii) Where this Agreement requires either Borrower to reimburse or indemnify a Lender that there is any change in the rate or Agent for any cost or expense, the Borrower shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount basis of such cost or expense, including such part thereof as represents VAT, save FATCA Deduction) notify the Party to the extent that such Lender or Agent reasonably determines that whom it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iii) Any reference in this Section 2.20(h) to any Borrower shall, at any time when such Borrower is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC as amended (or as implemented by a member state of the European Union)payment. (i) Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. For purposes of this Section 2.20, the term “Applicable Law” includes FATCA.

Tax Gross Up and Indemnities. 11.1 Tax gross-up (a) Any and The Borrower shall make all payments by or on account of any obligation of any Borrower or any other Credit Party under any Credit Document shall to be made by it (including interest, principal, Interest for late payment and default) without deduction or withholding for any TaxesTax Deduction, except as unless a Tax Deduction is required by Applicable Law. If law. (b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any Applicable Law (as determined change in the good faith discretion rate or the basis of an applicable Withholding Agenta Tax Deduction) requires notify the deduction or withholding Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware in respect of any a payment payable to itself. (c) If a Tax from any such payment Deduction is required by a Withholding Agent, then the applicable Withholding Agent shall law to be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable made by the applicable Credit Party Borrower, the amount of tire payment due from the Borrower shall be increased as necessary so that to an amount which (after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.20making any Tax Deduction) the applicable Recipient receives leaves an amount equal to the sum it payment which would have received been due if no Tax Deduction had no such deduction or withholding been maderequired. (bd) In additionProvided that no Event of Default is continuing and that the Borrower has fully complied with its obligations regarding compliance with the Non-Bank Rules, a payment to any Lender other than the Credit Parties Original Lender shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. not be increased under paragraph (c) The Credit Parties shall indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted above if on or attributable to amounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that if an Agent or Lender, as the case may be, makes demand for such payment more than 270 days after the earlier of (i) the date on which the payment falls due the payment could have been made to the relevant Governmental Authority makes written demand upon such Person for payment Lender (which is not the Original Lender) without any Tax Deduction on account of such Indemnified Taxes or Other Taxes, and (ii) the date on which such Person has made payment of such Indemnified Taxes or Other Taxes (except that, Swiss Withholding Tax if the Indemnified Taxes Lender (which is not the Original Lender) had been a Qualifying Bank, but on that date that Lender is not or Other Taxes imposed or asserted giving rise to such claims are retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effort thereof), the Borrowers shall not be required to make any payment in connection with such claim pursuant to this Section 2.20(c) of any interest, penalties or additions to tax accruing after such date. A certificate as to the amount of such payment or liability delivered to a Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. Notwithstanding the foregoing, in no event shall the Credit Parties be required to indemnify any Recipient for any Bank Levies pursuant to this Section 2.20(c). (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower or any other Credit Party to a Governmental Authority, the applicable Borrower or Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to EIH and the Administrative Agent, at the time or times reasonably requested by EIH or the Administrative Agent, such properly completed and executed documentation reasonably requested by EIH or the Administrative Agent as will permit such payments has ceased to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by EIH or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by EIH or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to withholding, backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation Qualifying Bank (other than such documentation set forth in Section 2.20(e)(ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to as a result of any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Each Lender shall provide to the Administrative Agent on or prior to change after the date on which such Lender becomes it became a Lender under this Agreement a properly executed applicable IRS Form W-8 in (or W-9 in order to establish that payments to such Lender under the Credit Documents are not subject to interpretation, administration, or application of) any United States federal backup withholding taxlaw, treaty or any published practice of any relevant taxing authority). (iiie) If the Borrower is required to make a payment made to a Recipient under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to EIH and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by EIH or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by EIH or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respectDeduction, it shall update such form or certification or promptly notify EIH make that Tax Deduction and any payment required in connection with that Tax Deduction within the Administrative Agent time allowed and in writing of its legal inability to do sothe minimum amount required by law. (f) Each Lender shall severally indemnify the Administrative Agent, within 10 Within thirty (30) days after demand therefor, for (i) of making either a Tax Deduction or any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent payment required in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f). (g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (h) All amounts set out, or expressed in this Agreement to be payable by either Borrower to a Lender or Agent which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (i) below, if VAT is or becomes chargeable on any supply made by any Lender or Agent to either Borrower under this Agreement that Borrower shall pay to the Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender or Agent shall promptly provide an appropriate VAT invoice to such Borrower) or in case where the reverse charge mechanism is applicableDeduction, the Borrower shall directly account for such VAT and pay the relevant VAT amount directly deliver to the competent tax authority. (i) If VAT is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other Lender or Agent (the “Customer”) under a Credit Document, and either Borrower other than the Customer (the “Subject Party”) is required by the terms of this Agreement to pay an amount equal evidence satisfactory to the consideration for such supply to Lender that the Supplier (rather than being required to reimburse the Customer in respect of that consideration), such Borrower shall also pay to the Supplier (provided the Supplier is required to account for VAT) or the Customer (if the Customer is required to account for the VAT) (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Customer will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Customer from the relevant tax authority which the Customer reasonably determines in respect of such VAT. (ii) Where this Agreement requires either Borrower to reimburse or indemnify a Lender or Agent for any cost or expense, the Borrower shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iii) Any reference in this Section 2.20(h) to any Borrower shall, at any time when such Borrower is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, Tax Deduction has been made or (as appropriateapplicable) receiving any appropriate payment paid to the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC as amended (or as implemented by a member state of the European Union). (i) Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. For purposes of this Section 2.20, the term “Applicable Law” includes FATCA.relevant taxing authority,

Tax Gross Up and Indemnities. (a) Any and The Borrower shall make all payments to be made by or on account of any obligation of any Borrower or any other Credit Party it under any Credit Finance Document shall without any Tax Deduction, unless a Tax Deduction is required by law. (b) If a Tax Deduction is required by law to be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party Borrower the amount of the payment due from the Borrower shall be increased as necessary so that to an amount which (after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.20making any Tax Deduction) the applicable Recipient receives leaves an amount equal to the sum it payment which would have received been due if no Tax Deduction had no such deduction or withholding been maderequired. (b) In addition11.2 The Borrower shall pay, and, on demand, indemnify the Credit Parties shall timely pay to Lender against any cost, loss or liability the relevant Governmental Authority Lender incurs in accordance with Applicable Lawrelation to, or at the option all stamp duty, registration and other similar Taxes payable in respect of the Administrative Agent timely reimburse it for the payment of, any Other TaxesFinance Document. (c) The Credit Parties shall indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to 11.3 All amounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted Finance Document by the relevant Governmental Authority; provided, however, that if an Agent or Lender, as the case may be, makes demand for such payment more than 270 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Person for payment of such Indemnified Taxes or Other Taxes, and (ii) the date on which such Person has made payment of such Indemnified Taxes or Other Taxes (except that, if the Indemnified Taxes or Other Taxes imposed or asserted giving rise to such claims are retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effort thereof), the Borrowers shall not be required to make any payment in connection with such claim pursuant to this Section 2.20(c) of any interest, penalties or additions to tax accruing after such date. A certificate as to the amount of such payment or liability delivered to a Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. Notwithstanding the foregoing, in no event shall the Credit Parties be required to indemnify any Recipient for any Bank Levies pursuant to this Section 2.20(c). (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower or any other Credit Party to a Governmental Authority, the applicable Borrower or Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to EIH and the Administrative Agent, at the time or times reasonably requested by EIH or the Administrative Agent, such properly completed and executed documentation reasonably requested by EIH or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by EIH or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by EIH or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to withholding, backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(e)(ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Each Lender shall provide to the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement a properly executed applicable IRS Form W-8 or W-9 in order to establish that payments to such Lender under the Credit Documents are not subject to any United States federal backup withholding tax. (iii) If a payment made to a Recipient under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to EIH and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by EIH or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by EIH or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify EIH and the Administrative Agent in writing of its legal inability to do so. (f) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f). (g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (h) All amounts set out, or expressed in this Agreement to be payable by either Borrower to a Lender or Agent which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (i) below, if VAT. If VAT is or becomes chargeable on any supply made by any Lender or Agent to either Borrower under this Agreement that chargeable, the Borrower shall pay to the Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender or Agent shall promptly provide an appropriate VAT invoice to such Borrower) or in case where the reverse charge mechanism is applicable, the Borrower shall directly account for such VAT and pay the relevant VAT amount directly to the competent tax authority. (i) If VAT is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other Lender or Agent (the “Customer”) under a Credit Document, and either Borrower other than the Customer (the “Subject Party”) is required by the terms of this Agreement to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Customer in respect of that consideration), such Borrower shall also pay to the Supplier (provided the Supplier is required to account for VAT) or the Customer (if the Customer is required to account for the VAT) (in addition to and at the same time as paying such amount) an amount equal to the amount of such the VAT. The Customer will promptly pay . 11.4 Subject to clause 11.6 below, each of the Borrower and the Lender shall, within ten Business Days of a reasonable request by the other party: (a) confirm to the Subject other whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (b) supply to that other Party an amount equal such forms, documentation and other information relating to its status under FATCA (including its applicable "passthru payment percentage" or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party's compliance with FATCA. 11.5 If a Party confirms to the other pursuant to 11.4(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly. 11.6 Clause 11.4 above shall not oblige the Lender to do anything which would or might in its reasonable opinion constitute a breach of: (a) any credit law or repayment obtained regulation; (b) any fiduciary duty; or (c) any duty of confidentiality. 11.7 If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 11.4 above (including, for the avoidance of doubt, where cxxxxxx 1.6) above applies), then: (a) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (b) if that Party failed to confirm its applicable "passthru payment percentage" then such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable "passthru payment percentage" is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information. 11.8 Each Party may make any FATCA Deduction it is required to make by the Customer from the relevant tax authority which the Customer reasonably determines 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 VATa FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. 11.9 Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (ii) Where this Agreement requires either Borrower to reimburse or indemnify a Lender that there is any change in the rate or Agent for any cost or expense, the Borrower shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount basis of such cost or expense, including such part thereof as represents VAT, save FATCA Deduction) notify the Party to the extent that such Lender or Agent reasonably determines that whom it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iii) Any reference in this Section 2.20(h) to any Borrower shall, at any time when such Borrower is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC as amended (or as implemented by a member state of the European Union)payment. (i) Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. For purposes of this Section 2.20, the term “Applicable Law” includes FATCA.

Tax Gross Up and Indemnities. 11.1 Tax gross-up (a) Any and The Borrower shall make all payments by or on account of any obligation of any Borrower or any other Credit Party under any Credit Document shall to be made by it (including interest, principal, interest for late payment and default) without deduction or withholding for any TaxesTax Deduction, except as unless a Tax Deduction is required by Applicable Law. If law. (b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any Applicable Law (as determined change in the good faith discretion rate or the basis of an applicable Withholding Agenta Tax Deduction) requires notify the deduction or withholding Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware in respect of any a payment payable to itself. (c) If a Tax from any such payment Deduction is required by a Withholding Agent, then the applicable Withholding Agent shall law to be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable made by the applicable Credit Party Borrower, the amount of the payment due from the Borrower shall be increased as necessary so that to an amount which (after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.20making any Tax Deduction) the applicable Recipient receives leaves an amount equal to the sum it payment which would have received been due if no Tax Deduction had no such deduction or withholding been maderequired. (bd) In additionProvided that no Event of Default is continuing and that the Borrower has fully complied with its obligations regarding compliance with the Non-Bank Rules, a payment to any Lender other than the Credit Parties Original Lender shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. not be increased under paragraph (c) The Credit Parties shall indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted above if on or attributable to amounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that if an Agent or Lender, as the case may be, makes demand for such payment more than 270 days after the earlier of (i) the date on which the payment falls due the payment could have been made to the relevant Governmental Authority makes written demand upon such Person for payment Lender (which is not the Original Lender) without any Tax Deduction on account of such Indemnified Taxes or Other Taxes, and (ii) the date on which such Person has made payment of such Indemnified Taxes or Other Taxes (except that, Swiss Withholding Tax if the Indemnified Taxes Lender (which is not the Original Lender) had been a Qualifying Bank, but on that date that Lender is not or Other Taxes imposed or asserted giving rise to such claims are retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effort thereof), the Borrowers shall not be required to make any payment in connection with such claim pursuant to this Section 2.20(c) of any interest, penalties or additions to tax accruing after such date. A certificate as to the amount of such payment or liability delivered to a Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. Notwithstanding the foregoing, in no event shall the Credit Parties be required to indemnify any Recipient for any Bank Levies pursuant to this Section 2.20(c). (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower or any other Credit Party to a Governmental Authority, the applicable Borrower or Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to EIH and the Administrative Agent, at the time or times reasonably requested by EIH or the Administrative Agent, such properly completed and executed documentation reasonably requested by EIH or the Administrative Agent as will permit such payments has ceased to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by EIH or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by EIH or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to withholding, backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation Qualifying Bank (other than such documentation set forth in Section 2.20(e)(ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to as a result of any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Each Lender shall provide to the Administrative Agent on or prior to change after the date on which such Lender becomes it became a Lender under this Agreement a properly executed applicable IRS Form W-8 in (or W-9 in order to establish that payments to such Lender under the Credit Documents are not subject to interpretation, administration, or application of) any United States federal backup withholding taxlaw, treaty or any published practice of any relevant taxing authority). (iiie) If the Borrower is required to make a payment made to a Recipient under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to EIH and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by EIH or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by EIH or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respectDeduction, it shall update such form or certification or promptly notify EIH make that Tax Deduction and any payment required in connection with that Tax Deduction within the Administrative Agent time allowed and in writing of its legal inability to do sothe minimum amount required by law. (f) Each Lender shall severally indemnify the Administrative Agent, within 10 Within thirty (30) days after demand therefor, for (i) of making either a Tax Deduction or any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent payment required in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f). (g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (h) All amounts set out, or expressed in this Agreement to be payable by either Borrower to a Lender or Agent which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (i) below, if VAT is or becomes chargeable on any supply made by any Lender or Agent to either Borrower under this Agreement that Borrower shall pay to the Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender or Agent shall promptly provide an appropriate VAT invoice to such Borrower) or in case where the reverse charge mechanism is applicableDeduction, the Borrower shall directly account for such VAT and pay the relevant VAT amount directly deliver to the competent tax authority. (i) If VAT is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other Lender or Agent (the “Customer”) under a Credit Document, and either Borrower other than the Customer (the “Subject Party”) is required by the terms of this Agreement to pay an amount equal evidence satisfactory to the consideration for such supply to Lender that the Supplier (rather than being required to reimburse the Customer in respect of that consideration), such Borrower shall also pay to the Supplier (provided the Supplier is required to account for VAT) or the Customer (if the Customer is required to account for the VAT) (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Customer will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Customer from the relevant tax authority which the Customer reasonably determines in respect of such VAT. (ii) Where this Agreement requires either Borrower to reimburse or indemnify a Lender or Agent for any cost or expense, the Borrower shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iii) Any reference in this Section 2.20(h) to any Borrower shall, at any time when such Borrower is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, Tax Deduction has been made or (as appropriateapplicable) receiving any appropriate payment paid to the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC as amended (or as implemented by a member state of the European Union)relevant taxing authority. (i) Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. For purposes of this Section 2.20, the term “Applicable Law” includes FATCA.

Tax Gross Up and Indemnities. (a) Any and all payments by or on account of any obligation of any Borrower or any other Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b) In addition, the Credit Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (c) The Credit Parties shall indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that if an Agent or Lender, as the case may be, makes demand for such payment more than 270 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Person for payment of such Indemnified Taxes or Other Taxes, and (ii) the date on which such Person has made payment of such Indemnified Taxes or Other Taxes (except that, if the Indemnified Taxes or Other Taxes imposed or asserted giving rise to such claims are retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effort thereof), the Borrowers shall not be required to make any payment in connection with such claim pursuant to this Section 2.20(c) of any interest, penalties or additions to tax accruing after such date. A certificate as to the amount of such payment or liability delivered to a Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. Notwithstanding the foregoing, in no event shall the Credit Parties be required to indemnify any Recipient for any Bank Levies pursuant to this Section 2.20(c). (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower or any other Credit Party to a Governmental Authority, the applicable Borrower or Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to EIH and the Administrative Agent, at the time or times reasonably requested by EIH or the Administrative Agent, such properly completed and executed documentation reasonably requested by EIH or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by EIH or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by EIH or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to withholding, backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(e)(ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Each Lender shall provide to the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement a properly executed applicable IRS Form W-8 or W-9 in order to establish that payments to such Lender under the Credit Documents are not subject to any United States federal backup withholding tax. (iii) If a payment made to a Recipient under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to EIH and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by EIH or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by EIH or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify EIH and the Administrative Agent in writing of its legal inability to do so. (f) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f). (g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (h) All amounts set out, or expressed in this Agreement to be payable by either Borrower to a Lender or Agent which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (i) below, if VAT is or becomes chargeable on any supply made by any Lender or Agent to either Borrower under this Agreement that Borrower shall pay to the Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender or Agent shall promptly provide an appropriate VAT invoice to such Borrower) or in case where the reverse charge mechanism is applicable, the Borrower shall directly account for such VAT and pay the relevant VAT amount directly to the competent tax authority. (i) If VAT is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other Lender or Agent (the “Customer”) under a Credit Document, and either Borrower other than the Customer (the “Subject Party”) is required by the terms of this Agreement to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Customer in respect of that consideration), such Borrower shall also pay to the Supplier (provided the Supplier is required to account for VAT) or the Customer (if the Customer is required to account for the VAT) (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Customer will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Customer from the relevant tax authority which the Customer reasonably determines in respect of such VAT. (iii) Where this Agreement requires either Borrower to reimburse or indemnify a Lender or Agent for any cost or expense, the Borrower shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iiiii) Any reference in this Section 2.20(h) to any Borrower shall, at any time when such Borrower is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC as amended (or as implemented by a member state of the European Union). (iiii) Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. For purposes of this Section 2.20, the term “Applicable Law” includes FATCA.