Common use of Tax gross-up Clause in Contracts

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.

Tax gross-up. (a) Each payment 6.1 All payments to be made by the Parent Company to any Noteholder under the Notes or an Obligor under a Relevant Finance Document the Deed shall be made by it free and clear of and without any Tax DeductionDeduction unless it is required to make a Tax Deduction pursuant to applicable law, unless a in which case the sum payable by it (in respect of which such Tax Deduction is required by Law. Any to be made) shall be increased to the extent necessary to ensure that such Noteholder receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction in relation been made or required to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)made. (b) As soon as it becomes 6.2 The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to Company must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or notify the relevant Obligor shall notify the Facility Agent Noteholder accordingly. Similarly, a Lender Noteholder shall notify the Facility Agent and the Parent upon Company on becoming so aware in respect of a payment payable to that LenderNoteholder. (c) 6.3 If the Company is required to make a Tax Deduction is required by Law to be made by the Parent or an ObligorDeduction, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, will make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritylaw. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) 6.4 Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Company shall deliver to the Facility Agent for the Relevant Finance Party Noteholder entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Noteholder that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. 6.5 All amounts set out or expressed to be payable to a Noteholder shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by any Noteholder to the Company in connection with this Deed, the Company shall pay to that Noteholder (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax. 6.6 Where the Company is required to reimburse or indemnify a Noteholder for any costs or expenses, the Company shall also at the same time pay and indemnify that Noteholder against all Indirect Tax incurred by that Noteholder in respect of the costs or expenses to the extent that that Noteholder reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax. 6.7 Each party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. Each party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the party to whom it is making the payment. 6.8 In this paragraph 6 of Part 1 of Schedule 2:

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall promptly notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is required by Law not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement (or, in the case of an Existing Ancillary Facility, after the date it became a party to such Existing Ancillary Facility) in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (ii) the relevant Lender is a Qualifying Lender solely by reason of falling within the definition of Qualifying Lender in Clause 16.1(a)(ii) (Definitions) and: (A) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and (B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (iii) the relevant Lender is a Qualifying Lender solely by reason of falling within Clause 16.1(a)(ii) (Definitions) of the Facility Agent or definition of Qualifying Lender and: (A) the Security Trustee from relevant Lender has not given a Tax Confirmation to the Company; and (B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (iv) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to any Relevant Finance Party demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, (h) (as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authorityapplicable) below. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (i) Subject to paragraph (g)(ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (ii) Nothing in paragraph (g)(i) above shall require a Treaty Lender to: (A) register under the HMRC DT Treaty Passport scheme; (B) apply the HMRC DT Treaty Passport scheme to any Utilisation if it has so registered; or (C) subject to paragraph (h) below, file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (k) below or paragraph (a) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) and, the Obligor making that payment has not complied with its obligations under paragraph (l) below or paragraph (b) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) and such Obligor fails to give notice to the relevant Treaty Lender that it has not complied with such obligations and that it therefore wishes the Treaty Lender to co-operate in accordance with paragraph (g)(i) above. (h) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (k) below or paragraph (a) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation) and: (i) a UK Borrower making a payment to that Lender has not made a UK Borrower DTTP Filing in respect of that Lender; or (ii) a UK Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but: (A) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (B) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing, and in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorisation to make that payment without a Tax Deduction. (i) A UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Company by entering into this Agreement. (j) A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in the position from that set out in the Tax Confirmation. (k) A Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect by including its scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 of Schedule 1 (The Original Parties). (l) Where a Lender includes the indication described in paragraph (k) above in Part 2 of Schedule 1 (The Original Parties): (i) each Original Borrower which is a UK Borrower shall, to the extent that that Lender is a Lender under a Facility made available to that Original Borrower pursuant to Clause 2.1 (The Facility), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing; and (ii) each Additional Borrower which is a UK Borrower shall, to the extent that that Lender is a Lender under a Facility made available to that Additional Borrower pursuant to Clause 2.1 (The Facility), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of becoming an Additional Borrower and shall promptly provide the Lender with a copy of that filing. (m) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (k) above or paragraph (a) of Clause 16.6 (HMRC DT Treaty Passport scheme confirmation), no Obligor shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Utilisation unless the Lender otherwise agrees.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower promptly. (c) If a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant The Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on France from a payment of interest in respect of on a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Loan, if on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax Lawi) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender had been is not or has ceased to be a Qualifying UK Lender on other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (ii) the relevant Lender is a Treaty Lender and the Borrower is able to demonstrate that datethe payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below. (ge) Either If the Parent or the relevant Obligor which Borrower is required to make a Tax Deduction Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment original receipts (or certified copies thereof), or if unavailable, other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Treaty Lender and the Borrower shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility COFACE Agent accordingly. Similarly, a Lender shall notify the Facility COFACE Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the COFACE Agent receives such notification from a Lender it shall notify the Borrower and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction is required by Law to be made on account of (i) any Excluded Tax, or (ii) any Tax imposed by the Facility Agent or U.S., if on the Security Trustee from any date on which the payment to any Relevant Finance Party under paragraph (d) abovefalls due, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction could have been made to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty or any payment in connection with that Tax Deduction, the Facility Agent published practice or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the published concession of any relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax taxing authority. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility COFACE Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

Tax gross-up. (a) Each payment All payments whatsoever under this Agreement and the Notes and any payments with respect to a Guaranteed Obligation (together a “Relevant Tax Payment”) will be made by the Company or the Parent Guarantor, as applicable, in Euros or an Obligor under Dollars, as applicable, free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied on such payments made to any holder of Notes by or on behalf of any jurisdiction (other than the jurisdiction in which such holder is resident for tax purposes) (a) in which the Company or the Parent Guarantor, as applicable, is incorporated, organised, managed or controlled or otherwise resides for tax purposes or (b) where a Relevant Finance Document shall be made by it without branch or office through which the Company or the Parent Guarantor, as applicable, is acting for purposes of this Agreement is located or from or through which the Company or Parent Guarantor, as applicable, is making any Tax Deductionpayment (or any political subdivision or taxing authority of or in such jurisdiction) ((a) and (b) together, a “Taxing Jurisdiction”), unless a the withholding or deduction of such Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using law or by the Facility Agent’s Spot Rate interpretation or administration of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes aware that the Parent If any deduction or an Obligor is or will withholding for any Tax of a Taxing Jurisdiction shall at any time be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a Relevant Tax Payment, the Company or the Parent Guarantor, as applicable, will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such holder under the terms of this Agreement or the Notes before the assessment of such Tax, provided that Lender.no payment of any additional amounts shall be required to be made: (ci) If for or on account of any Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, affiliate of, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person (other than the holder) to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof or the exercise of remedies in respect thereof, including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax Deduction is that would not have been imposed but for the Company or the Parent Guarantor, as applicable, after the date of the Closing, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Agreement or the Notes are made to, the Taxing Jurisdiction imposing the relevant Tax; (ii) for or on account of any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by the Company, Parent Guarantor or their legal counsel) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be and may validly be filed by such holder to avoid or reduce such Taxes (including for such purpose any extensions, refilings or renewals of filings that may from time to time be required by Law the relevant Taxing Jurisdiction) and/or in the delay or failure by such holder to be made by the Parent or an Obligor, take such other reasonably requested actions in order to mitigate the amount of any such Tax, provided that the payment due shallfiling of such Forms (as defined below) and/or the taking of such other actions would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, unless paragraph (fresources or otherwise) below applieson such holder or result in any confidential or proprietary income tax return information being revealed, be increased either directly or indirectly, to an amount so thatany Person and such delay or failure could have been lawfully avoided by such holder, after and provided further, that the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason submission of the Facility Agent HMRC Documents (as defined below) shall not constitute the imposition of any such unreasonable burden or constitute the Security Trustee performing disclosure of any confidential or proprietary income tax return information for the purpose hereof, and provided further, that such holder shall be deemed to have satisfied the requirements of this clause (b)(ii) upon the good faith completion and submission of such Forms (as defined below) (including extensions, refilings or renewals of filings), or taking of such actions, as may be specified in a written request of the Parent Guarantor or its obligations legal counsel no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms (as such under this Agreement through defined below) and related instructions, if any, all in the English language or with an office located outside English translation thereof) provided, however, that in the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received case of a written request from the Parent Guarantor or its legal counsel that an Obligor, either application be made for an extension or renewal of a direction from Her Majesty’s Revenue & Customs (“HMRC”) made pursuant to an HMRC Form US Company 2002 or similar form (“HMRC Documents”) such holder shall be deemed to have satisfied the Parent or that Obligor, as requirements of this clause (b)(ii) upon the case may be, shall, unless paragraph good faith submission of such application to HMRC not less than six (f6) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal months prior to the payment date on which it would such direction is to expire (subject to the Obligor’s compliance with the requirement below to provide at least 9 months but no more than 12 months prior written notice) provided further that such holder shall be deemed to have received if no Tax Deduction had been required.satisfied the requirements of this clause (b)(ii) upon providing the Company with such holder’s valid HMRC DT Treaty Passport Scheme reference number and Taxing Jurisdiction in Schedule A of this Agreement; (eiii) If for or on account of any estate, inheritance, gift, sale, excise, transfer, personal property or similar tax assessment or other governmental charge; (iv) to any holder of a Tax Deduction Note that is required by Law to be made by registered in the Facility Agent name of a nominee if under the law of the relevant Taxing Jurisdiction (or the Security Trustee current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed Tax which would otherwise have applied and in the minimum amount required by Law and within 30 days an Obligor shall have given timely notice of making either a Tax Deduction such law or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver interpretation to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.such holder; (fv) Neither the Parent nor for any Obligor is required to make a Tax Payment to a Lender imposed under paragraphs FATCA; (cvi) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender if on the date on which the relevant payment of interest is falls due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made to the relevant holder without a Tax Deduction such deduction or withholding if that Lender the relevant holder had been a Qualifying UK Lender Holder, but on that date.date such relevant holder is not or has ceased to be a Qualifying Holder other than as a result of any change after the date it became a holder under this Agreement (or in the case of a Purchaser, the date of this Agreement) in any law or tax treaty or any published practice or published concession of any relevant taxing authority; (gvii) Either the relevant holder is a Qualifying Holder solely by virtue of limb (c) of the definition of Qualifying Holder and (A) an officer of HMRC has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that holder has received from the Obligor making the payment a certified copy of that Direction, and (B) the payment could have been made to the holder without any withholding or deduction if that Direction had not been made; or (viii) any combination of clauses (i), (ii), (iii), (iv), (v), (vi), and (vii) above. and provided further that in no event shall the Company or the Parent Guarantor, as applicable, be obligated to pay such additional amounts to any holder of a Note not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the amounts that the Company or the relevant Obligor which is required Parent Guarantor, as applicable, would be obligated to make pay if such holder had been a Tax Deduction shall make that Tax Deduction resident of the United States of America or such other jurisdiction, as applicable, for the purposes of, and eligible for the benefits of, any payment required double taxation treaty from time to time in connection with that Tax Deduction to effect between the United States of America or such other Purchaser jurisdictions, as applicable, and the relevant taxing authority within the time allowed and in the minimum amount required by LawTaxing Jurisdiction. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.

Tax gross-up. (ai) Each payment made by the Parent or an Obligor under a Relevant Finance Document UK Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction, Deduction unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (bii) As soon as it becomes A UK Borrower shall, promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall promptly notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If Agent receives such notification from a Lender it shall notify the UK Borrowers. (ciii) If Subject to Section 16.5(b)(iv), if a Tax Deduction is required by Law law to be made by the Parent or an Obligora UK Borrower, the amount of the payment due shall, unless paragraph (f) below applies, from that UK Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (eiv) A payment shall not be increased under Section 16.5(b)(iii) above by reason of a Tax Deduction on account of Taxes imposed by the United Kingdom if, on the date on which the payment falls due: (A) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a Qualifying Lender solely by virtue of clause (b) of the definition of Qualifying Lender, and: an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the UK ITA which relates to the payment and that Lender has received from the UK Borrowers making the payment a certified copy of that Direction; the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a Qualifying Lender solely by virtue of clause (b) of the definition of Qualifying Lender and: the relevant Lender has not given a Tax Confirmation to the UK Borrowers; and the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the UK Borrowers, on the basis that the Tax Confirmation would have enabled the UK Borrowers to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; or (D) the relevant Lender is a Treaty Lender and the UK Borrowers making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under Section 16.5(b)(vii) and Section 16.5(f) below. (v) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant UK Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hvi) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor UK Borrowers making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party benefit of the Lender entitled to the interest payment a statement under section 975 of the UK ITA or other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Lender that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (vii) A Treaty Lender and each UK Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that UK Borrower to obtain authorization to make that payment without a Tax Deduction and, until such time as the UK Borrowers have obtained authorization (including under the HMRC DT Treaty Passport scheme) to make payments without any Tax Deduction, the UK Borrowers will continue to comply with their obligations under the remaining provisions of this Section 16.5(b). (viii) Nothing in Section 16.5(b)(vii) above shall require a Treaty Lender to: (A) register under the HMRC DT Treaty Passport scheme; (B) apply the HMRC DT Treaty Passport scheme to any advance if it has so registered; or (C) file Treaty forms if it has given a confirmation to the effect that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with Section 16.5(b)(xi) or Section 16.5(f)(i) (HMRC DT Treaty Passport scheme confirmation) and the UK Borrowers making that payment has not complied with its obligations under Section 16.5(b)(xii) or Section 16.5(f)(ii) (HMRC DT Treaty Passport scheme confirmation). (ix) A UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to the UK Borrowers by entering into this Agreement. (x) A UK Non-Bank Lender shall promptly notify the UK Borrowers and Agent if there is any change in the position from that set out in the Tax Confirmation. (xi) A Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall give a confirmation to that effect (for the benefit of Agent and without liability to any UK Borrower) by notifying the Administrative Borrowers of its scheme reference number and its jurisdiction of tax residence. (xii) Where a Lender notifies the Administrative Borrowers as described in Section 16.5(b)(xi) above, each UK Borrower shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing. (xiii) Where a Lender has notified the Administrative Borrowers as described in Section 16.5(b)(xi) and a UK Borrower which has complied with its obligations under Section 16.5(b)(xii) has filed a duly completed form DTTP2 but that form DTTP2 has been rejected by H.M. Revenue & Customs or H.M. Revenue & Customs has not given the UK Borrowers authority to make payments to that Lender without a Tax Deduction within 60 days of the date of filing the form DTTP2, the UK Borrowers shall notify the Lender in writing and the Lender shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorization to make a payment without a Tax Deduction. (xiv) If a Lender has not given a confirmation to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with Section 16.5(b)(xi) above or Section 16.5(f)(i), no UK Borrower shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s advance or its participation in any advance, unless the Lender agrees otherwise.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority Tax Authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent, the US Paying Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United KingdomKingdom or the US Paying Agent performing its obligations as such through an office located outside the United States) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent, the US Paying Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent, the US Paying Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent, the US Paying Agent or the Security Trustee, Trustee as appropriate, appropriate making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent or the US Paying Agent, as appropriate, for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes If: (i) a Lender is not, or ceases to be, a Qualifying Lender; or (ii) an Obligor or a Lender or an Issuing Bank is aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any a change in the rate at which or the basis on which such of a Tax Deduction is to be made) the Parent or the relevant Obligor shall Deduction), it must promptly notify the Facility Agent. The Facility Agent accordingly. Similarly, a Lender shall must then promptly notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lenderaffected Parties. (c) If Except as provided below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from the Obligor will be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If Except as provided below, an Obligor is not required to make an increased payment under paragraph (c) above for a Tax Deduction in respect of the tax imposed by the UK: (i) if on the date on which the payment in respect of which the Tax Deduction is required by Law falls due, the payment could have been made to be the relevant Lender without a Tax Deduction if it was, or had not ceased to be, a Qualifying Lender, but on that date that Lender is not, or ceased to be, a Qualifying Lender in respect of that Obligor; or (ii) to a Lender which is a Qualifying Lender solely because it is a UK Non-Bank Lender if: (A) an officer of HM Revenue and Customs has given (and not revoked) a direction under section 931 of the ITA 2007 (as that provision has effect on the date on which the relevant Lender became a party to this Agreement) which relates to the relevant payment; (B) the Lender has received from that Obligor a certified copy of that direction; and (C) the payment could have been made by to the Facility Agent or Lender without any Tax Deduction in the Security Trustee from any absence of that direction; or (iii) if that Lender is a Treaty Lender and the Obligor making the payment is able to any Relevant Finance Party demonstrate that the Tax Deduction would not have been required if the Lender had complied with its obligations under paragraph (dh) abovebelow. (e) Paragraph (d)(i) above will not apply if the Lender has ceased to be a Qualifying Lender in respect of that Obligor by reason of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or Treaty or any published practice or concession of any relevant taxing authority. (f) If an Obligor is required to make a Tax Deduction, that Obligor must make the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that minimum Tax Deduction allowed by law and must make any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that datelaw. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any a payment required in connection with that a Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall must deliver to the Facility Agent for the Relevant relevant Finance Party entitled evidence satisfactory to the interest to which such Tax Deduction or payment relates, evidence that Finance Party (acting reasonably) that the Tax Deduction or other payment has been made or accounted for (as applicable) the appropriate payment has been paid to the relevant tax taxing authority. (i) Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled must promptly co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (ii) (A) A Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 of Schedule 1 (Original Parties); and

Tax gross-up. (ai) Each payment made by the Parent or an Obligor under a Relevant Finance Document Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction, Deduction unless a Tax Deduction is required by Applicable Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (bii) As soon as it becomes A Relevant Borrower shall, promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall promptly notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If Agent receives such notification from a Lender it shall notify the Relevant Borrower. (ciii) If a Tax Deduction is required by Applicable Law to be made by the Parent or an Obligora Relevant Borrower, the amount of the payment due shall, unless paragraph (f) below applies, from that Relevant Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive an amount Deduction) is equal to the payment which it would have received been made by the Relevant Borrower if no Tax Deduction had been required. (eiv) A payment shall not be increased under clause (iii) above by reason of a Tax Deduction on account of Taxes imposed by the United Kingdom if, on the date on which the payment falls due: (A) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the definition of Qualifying Lender, and: (1) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Relevant Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the definition of Qualifying Lender and: (1) the relevant Lender has not given a Tax Confirmation to the Relevant Borrower; and (2) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Relevant Borrower, on the basis that the Tax Confirmation would have enabled the Relevant Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (D) the relevant Lender is a Treaty Lender and the Relevant Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under clause (b)(vii), (b)(xi) or (f)(i) (as applicable) below. (v) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Relevant Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hvi) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor Relevant Borrower making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party benefit of the Lender entitled to the interest payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Lender that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (vii) A Treaty Lender and each Relevant Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in clause (b)(vii) above shall require a Treaty Lender to: (A) register under the HMRC DT Treaty Passport scheme; (B) apply the HMRC DT Treaty Passport scheme to any advance if it has so registered; or (C) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with subsections (b)(xi) or (f)(i) (HMRC DT Treaty Passport scheme confirmation) and the Relevant Borrower making that payment has not complied with its obligations under subsections (b)(xii) or (f)(ii) (HMRC DT Treaty Passport scheme confirmation). (ix) A UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to Agent by entering into this Agreement. (x) A UK Non-Bank Lender shall promptly notify Agent and the Relevant Borrower if there is any change in the position from that set out in the Tax Confirmation. (xi) A Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of Agent and without liability to any Relevant Borrower) by notifying Agent and the Relevant Borrower of its scheme reference number and its jurisdiction of Tax residence. (xii) Where a Lender notifies Agent and the Relevant Borrower as described in clause (b)(xi) above each Relevant Borrower shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing. (xiii) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with clause (b)(xi) above or clause (f)(i) (HMRC DT Treaty Passport scheme confirmation), no Relevant Borrower shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s advance or its participation in any advance.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)Legal Requirement. (b) As soon as it becomes Promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor Guarantor shall notify the Facility Intercreditor Agent accordingly. Similarly, a Lender shall notify the Facility Intercreditor Agent and the Parent upon on becoming so aware in respect of a payment payable to that such Lender. If the Intercreditor Agent receives such notification from a Lender it promptly shall notify each Obligor. (c) If a Tax Deduction is required by Law any Legal Requirement to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. that (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it that would have received been due if no Tax Deduction had been required. (d) A payment shall not be increased under Clause 10.2(c) by reason of a Tax Deduction if on the date on which the payment falls due the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under Clause 10.2(g). (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawany applicable Legal Requirement. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Secured Party entitled to the interest to which such Tax Deduction or payment relatespayment, evidence reasonably satisfactory to that Secured Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax authorityTaxing Authority. (g) Each Lender and each Obligor shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make any payment without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any An Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on Federal Republic of Germany or the jurisdiction of incorporation of the relevant Obligor from a payment of interest in respect of on a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Loan, if on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax Lawi) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender had been is not or has ceased to be a Qualifying UK Lender on other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or; (ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that datethe payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below. (ge) Either the Parent or the relevant If an Obligor which is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

Tax gross-up. (ai) Each payment made by the Parent or an Obligor under a Relevant Finance Document Dutch Borrower shall make all payments to be made by it under any Loan Document without any Dutch Tax Deduction, Deduction unless a Dutch Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (bii) As soon as it becomes A Dutch Borrower shall, promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Dutch Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Dutch Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Administrative Agent accordingly. Similarly, a Lender shall notify the Facility Administrative Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the Company. (ciii) If a Dutch Tax Deduction is required by Law law to be made by the Parent or an Obligora Dutch Borrower, the amount of the payment due shall, unless paragraph (f) below applies, from that Dutch Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Dutch Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Dutch Tax Deduction had been required. (eiv) A payment by a Dutch Borrower shall not be increased under clause (iii) above by reason of a Dutch Tax Deduction on account of Taxes imposed on interest by the Netherlands if, on the date on which the payment falls due: (A) the payment could have been made to the relevant Lender without a Dutch Tax Deduction if the Lender had been a Dutch Qualifying Lender, but on that date that Lender is not or has ceased to be a Dutch Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a Dutch Treaty Lender and the Dutch Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the Dutch Tax Deduction had that Lender complied with its obligations under paragraph (vii) below. (v) If a Tax Deduction Dutch Borrower is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) abovemake a Dutch Tax Deduction, the Facility Agent or the Security Trustee as appropriate that Dutch Borrower shall unless paragraph (g) below applies, make that Dutch Tax Deduction and any payment required in connection with that Dutch Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 law. (vi) Within thirty days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Dutch Tax Deduction or any payment required in connection with that Dutch Tax Deduction, either the Parent or the relevant Obligor Dutch Borrower making that Dutch Tax Deduction or other payment shall deliver to the Facility Administrative Agent for the Relevant Finance Party Lender entitled to the interest payment evidence reasonably satisfactory to which such that Lender that the Dutch Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (A) A Dutch Treaty Lender and each Dutch Borrower which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for that Dutch Borrower to obtain authorization to make that payment without a Dutch Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify each Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any An Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on Republic of Ireland from a payment of interest in respect of on a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Loan, if on the date on which the relevant payment of interest is falls due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender had been is not or has ceased to be a Qualifying UK Lender on that date.other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; (ge) Either the Parent or the relevant If an Obligor which is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall complete all procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (h) The Initial Lender represents to the Borrower that, on the Effective Date, it is a Qualifying Lender within the meaning of paragraph (b)(ii) of the definition of Qualifying Lender. (i) The Lender shall promptly notify the Borrower and the Agent in the event that it ceases to be a Qualifying Lender.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes An Obligor or a Lender shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which of a Tax Deduction) notify the Agent accordingly. If the Agent receives such Tax Deduction is to be made) the Parent or the relevant Obligor notification from a Lender it shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lenderrelevant Obligor. (c) If Subject to Clause 13.8 (Exemptions from gross up), if a Tax Deduction is required by Law law to be made by an Obligor in one of the Parent or an Obligorcircumstances set out in paragraph (d) below, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If The circumstances referred to in paragraph (c) above are: (i) where a person entitled to receive the payment is the Agent, the Security Agent, or the Mandated Lead Arrangers (on their own behalf); or (ii) where a person entitled to receive the payment is a Lender which is a Qualifying Lender in respect of which the completion of procedural formalities is required before the relevant Obligor can make payments thereto without a Tax Deduction is required by Law but such procedural formalities have not been completed other than as a result of the failure of the Lender to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party comply with its obligations under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and (unless such failure results from a failure by any Obligor to comply with any of its obligations under paragraph (g) below or Clause 13.7 (Filings)); or (iii) where a person entitled to receive the payment required is a Lender which would have been a Qualifying Lender but for any change after the date of this Agreement in connection with that Tax Deduction to the relevant taxing authority within the time allowed and (or in the minimum amount required by Law and within 30 days interpretation, administration, or application of) any law or double taxation agreement or any published practice or published concession of making either any relevant tax authority; or (iv) where a person entitled to receive the payment is a Lender which would have been a Qualifying Lender but for any change after the date of this Agreement in the position, status or circumstances of any Obligor (including, without limitation, a change in the place or places in which an Obligor is treated as resident for Tax purposes); or (v) where (a) Sappi International SA for any reason loses the tax status of a Finance Company, including where the status for Finance Companies or the exemption from the requirement to make a Tax Deduction or any payment on interest payments made by Finance Companies is abolished and (b) in connection with that each case, where no replacement giving equivalent tax status (including exemption from the requirement to make a Tax Deduction) (an “Equivalent Tax Status”) exists and is applied and continues to be applied to Sappi International SA or no other exemption from the requirement to make a Tax Deduction (a “Tax Exemption”) may be applied and continues to be applied to Sappi International SA, the Facility Agent or the Security Trusteeand, as appropriatea result of such circumstances, making that Tax Deduction or other payment shall deliver a Lender has ceased to be a Qualifying Lender to the relevant Borrower evidence extent that this altered status results from such circumstances. For the avoidance of doubt, this paragraph (d)(v) of Clause 13.2 applies in each of the following circumstances: (A) with respect to an Original Qualifying Lender, where Sappi International SA for any reason loses (1) the tax status of a Finance Company and/or (2) its Equivalent Tax Deduction Status or other payment Tax Exemption, and, in each case, there is no subsequent Equivalent Tax Status or Tax Exemption that may be applied and continues to be applied to Sappi International SA, and as a result of such circumstances, that Lender has been made ceased to be a Qualifying Lender; and (B) with respect to a New Qualifying Lender, where Sappi International SA for any reason loses its Equivalent Tax Status or accounted for Tax Exemption, and there is no subsequent Equivalent Tax Status or Tax Exemption that may be applied and continues to the relevant tax authoritybe applied to Sappi International SA, and as a result of such circumstances, that Lender has ceased to be a Qualifying Lender. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to payment in respect of which such the Tax Deduction or payment relates, is required evidence reasonably satisfactory to that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax authority. (g) A Qualifying Lender and each Obligor which makes a payment to which that Qualifying Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower. (c) If a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower in respect of a payment to a Lender, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower to that Lender shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant The Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on any payment which is capable of attracting a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Tax Deduction, if on the date on which the relevant payment falls due: (i) the payment relates to a Tax referred to in paragraph (b), subparagraph (i) of interest is due Clause 12.3 (otherwise than as a consequence of a Change in Tax LawIndemnity); (ii) to the extent that payment could have been made to the relevant Lender without the Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (iii) the Borrower is able to demonstrate that the payment could have been made to that Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, including timely providing the documents allowing the Borrower to make the payment without a Tax Deduction if that Lender had been a Qualifying UK Lender on that dateDeduction. (ge) Either If the Parent or the relevant Obligor which Borrower is required to make a Tax Deduction Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment has been paid to the relevant tax taxing authority. (g) A Lender and the Borrower shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make a payment to that Lender without a Tax Deduction, and such Lender shall provide to the applicable party or parties on a timely basis the necessary documents allowing the Borrower to make the payment without a Tax Deduction. (h) Any difference in the amount which is owed by the Borrower under paragraph (c) above will not be covered by the Federal/State Guarantee. Any such amount which is paid by the Borrower and not recovered by it under Clause 12.4 (Tax Credit) is deemed to reduce the principal amount owed by the Borrower in relation to the Federal/State Guarantors.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall promptly notify the Facility Agent and the Parent upon if that Lender is not, or ceases to be a Qualifying Lender or on becoming so aware in respect of a payment payable to that LenderLender that the Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) setting out the reasons in a reasonably detailed manner. If the Agent receives such notification from a Lender it shall notify the Borrower. (c) If a Tax Deduction is required by Law law, including legal interpretations in public letter rulings of the competent tax administration, to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from it shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. However, in no event will the Borrower be obliged to pay in excess of the amount that would have been required in respect of payments to a Qualifying Lender. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant The Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax Tax imposed by the United Kingdom on relevant tax authorities from a payment of interest in respect of on a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Loan, if on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax Lawi) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender had been is not or has ceased to be a Qualifying UK Lender on other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law, or any published practice or concession of any relevant taxing authority; or (ii) the relevant Lender is a Treaty Lender and the Borrower is able to demonstrate that datethe payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below. (ge) Either If the Parent or the relevant Obligor which Borrower is required to make a Tax Deduction Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor Borrower making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Treaty Lender and the Borrower shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document 14.2.1 The Company shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes 14.2.2 The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Company. (c) 14.2.3 If a Tax Deduction is required by Law law to be made by the Parent or an ObligorCompany, the amount of the payment due shall, unless paragraph (f) below applies, from the Company shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If 14.2.4 A payment shall not be increased under sub-clause 14.2.3 above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due: (a) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is required by Law not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority; or (b) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and: (i) an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Company a certified copy of that Direction; and (ii) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (c) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the Facility Agent or definition of Qualifying Lender and: (i) the Security Trustee from relevant Lender has not given a Tax Confirmation to the Company; and (ii) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment to any Relevant Finance Party under paragraph was an “excepted payment” for the purpose of section 930 of the ITA; or (d) above, the Facility Agent or relevant Lender is a Treaty Lender and the Security Trustee as appropriate shall unless paragraph (g) below applies, make Company making the payment is able to demonstrate that Tax Deduction and any the payment required in connection with that Tax Deduction could have been made to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that Lender without the Tax Deduction or other payment has been made or accounted for to the relevant tax authorityhad that Lender complied with its obligations under sub-clause 14.2.7 below. (f) Neither 14.2.5 If the Parent nor any Obligor Company is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by Deduction, the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction Company shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (h) 14.2.6 Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor Company making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment a statement under Section 975 of the ITA, or other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (a) Subject to paragraph (b) below, a Treaty Lender and the Company which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Company to obtain authorisation to make that payment without a Tax Deduction. (b) Nothing in paragraph (a) above shall require a Treaty Lender to: (i) register under the HMRC DT Treaty Passport scheme; (ii) apply the HMRC DT Treaty Passport scheme to any Loan if it has so registered; or (iii) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph 14.2.10 below or paragraph 14.6.1 of Clause 14.6 (HMRC DT Treaty Passport scheme confirmation) and the Company making that payment has not complied with its obligations under paragraph 14.2.11 below or paragraph 14.6.2 of Clause 14.6 (HMRC DT Treaty Passport scheme confirmation). 14.2.8 A UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Company by entering into this Agreement. 14.2.9 A UK Non-Bank Lender shall promptly notify the Company and the Facility Agent if there is any change in the position from that set out in the Tax Confirmation. 14.2.10 A Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Facility Agent and without liability to the Company) by including its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (Original Parties). 14.2.11 Where a Lender includes the indication described in paragraph 14.2.10 above in Schedule 1 (Original Parties), the Company shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing provided that the Company shall not be liable in respect of any non-compliance with its obligations under this Clause 14.2.11 where such non-compliance is due to circumstances beyond the control of the Company (including, without limitation, any delay, failure or omission on the part of the relevant Lender or the Facility Agent to comply with any obligation owed to the Company, or to any inaccuracy in any information provided by the relevant Lender or the Facility Agent in connection with the DT Treaty Passport scheme). 14.2.12 Any Lender which has confirmed that it is entitled to use its DT Treaty Passport in accordance with Clause 14.2.10 or Clause 14.6.1 will reasonably promptly notify the Facility Agent and the Company if at any time it ceases to holds a passport under the HMRC DT Treaty Passport scheme or if it ceases to be able to use such passport as a Lender. 14.2.13 If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with sub-clause 14.2.10 above or sub-clause 14.6.1 of Clause 14.6 (HMRC DT Treaty Passport scheme confirmation), the Company shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment or its participation in any Loan.

Tax gross-up. (a) Each Except as provided in paragraph (c) below, each payment made by the Parent or an Obligor under a Relevant Finance Document shall be made by it without reduction for any Tax Deduction, unless . In the event of a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law to be made by the Parent or an ObligorDeduction, the amount of the payment due shall, unless paragraph (fc) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (db) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, Obligor shall, unless paragraph (fc) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (ec) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any An Obligor is not required to make a Tax Payment to a Lender under paragraphs (ca) or (db) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a any payment of interest in respect of a participation in an Advance by to that Lender to any UK Borrower under the Finance Documents where that Lender is has not a Qualifying UK Lender on the date on which the relevant payment of interest is due provided forms required to be provided under paragraph (otherwise than as a consequence of a Change in Tax Lawe) or (f) hereof with respect to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that datepayment. (gd) Either the Parent or the relevant An Obligor which is required to make a shall timely deposit any Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction it makes to the relevant taxing authority within authority. Within 45 days, the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment to which such Tax Deduction or payment relates, relates a certification of receipt of payment by the relevant taxing authority or other evidence which is reasonably satisfactory to that Finance Party that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (e) Each Lender (other than a U.S. Lender) shall deliver to the Borrower and the Parent on or before the Initial Borrowing Date (if sooner, the date of the first payment, to such Lender under any of the Finance Documents) two accurate and complete original signed copies of: (i) a duly completed United States of America Internal Revenue Service Form W-8BEN (or such Form as may replace it) relating to exemption from withholding in respect of payments made by the Borrower to that Lender under the Finance Documents: (A) claiming that Lender’s entitlement to the United States federal “portfolio interest exemption” in relation to payment of interest on participations in Advances to the Borrower; or (B) certifying that that Lender is entitled to a complete exemption from the United States taxation under a Double Taxation Treaty; or (ii) a duly completed United States of America Internal Revenue Service Form W-8ECI (or such Form as may replace it) certifying that the payments made by the Borrower to that Lender under the Finance Documents are effectively connected with the conduct by that Lender of a trade or business within the United States of America. (f) Each Lender agrees that when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Parent two new accurate and complete original signed copies of the relevant Internal Revenue Service Form referred to above or any alternative certification specified above and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under the Finance Documents, or it shall immediately notify the Borrower and the Agent of its inability to deliver any such Form or certification, in which case such Lender shall not be required to provide forms described in this paragraph (f).

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender, it shall notify the Company and that Obligor. (c) If Subject to paragraphs (d) and (g) below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any A Swiss Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Swiss Anticipatory Tax Law) if and to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that dateit is prohibited from doing so by Swiss law. (ge) Either the Parent or the relevant If an Obligor which is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. LD943539/9 (g) A Swiss Borrower shall not be required to make an increased payment to a Lender under paragraph (c) above if the requirement to make a Tax Deduction in respect of Swiss Anticipatory Tax arises as a result of a breach of Clause 26.18 (Bank representation by Original Lenders) or Clause 24.2 (Conditions of assignment or transfer) by a Lender or by the Existing Lender (as defined in Clause 24.1 (Assignments and transfers by Lenders)) which assigned or transferred any of its rights and obligations under the Finance Documents to such Lender.

Tax gross-up. (ai) Each payment made by the Parent or an Obligor under a Relevant Finance Document Credit Party shall make all payments to be made by it under the Loan Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (bii) As soon as it becomes The Borrower Representative shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to a Credit Party must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Administrative Agent accordingly. Similarly, a Lender shall notify the Facility Administrative Agent and the Parent upon promptly on becoming so aware in respect of a any payment payable to that LenderLender pursuant to any Loan Document. If the Administrative Agent receives such notification from a Lender it shall promptly notify the Borrower Representative. (ciii) If Subject to paragraph (iv) below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligorany Credit Party, the amount of the payment due shall, unless paragraph (f) below applies, from such Credit Party shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (eiv) If a Tax Deduction A Credit Party is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (diii) above for a Tax Deduction in respect of tax imposed by the United Kingdom Kingdom, Hong Kong or the United States of America (as the case may be) on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender under the Loan Documents, if on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax LawA) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if that the Lender had been a Qualifying UK Lender Lender, but on that datedate that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; (B) with respect to any payment to be made by a U.K. Credit Party, (i) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender, (ii) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the Income Tax Xxx 0000 of the United Kingdom which relates to that payment and that Lender has received from the Credit Party making the payment a certified copy of that Direction, and (iii) the payment could have been made to the relevant Lender without a Tax Deduction in the absence of that Direction; (C) with respect to any payment to be made by a U.K. Credit Party, the relevant Lender is a Treaty Lender and the Credit Party making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (vii) below; (D) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender and: (i) the relevant Lender has not given a Tax Confirmation to the Borrower Representative (on behalf of the U.K. Credit Parties); and (ii) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrower Representative (on behalf of the U.K. Credit Parties), on the basis that the Tax Confirmation would have enabled the U.K. Credit Parties to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the Income Tax Xxx 0000; (E) with respect to any payments to be made by a Domestic Credit Party, the Tax is (i) assessed on a Lender under (x) the law of the jurisdiction in which that Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Lender is treated as resident for tax purposes, (y) the law of the jurisdiction in which that Lender’s facility office is located in respect of amounts received or receivable in that jurisdiction or (z) the law of the jurisdiction with which that Lender and the jurisdiction have a present or former connection (other than such connection arising from any Lender having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document) and (ii) imposed on or measured by net income with respect to that Lender or such Tax is a franchise tax or branch profits tax, or imposed in lieu of a net income Tax; or (F) the payment is subject to U.S. federal withholding Taxes imposed under FATCA. (gv) Either the Parent or the relevant Obligor which If any Credit Party is required to make a Tax Deduction Deduction, such Credit Party shall make that such Tax Deduction and any payment required in connection with that such Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hvi) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that a Tax Deduction, either the Parent or the relevant Obligor Credit Party making that such Tax Deduction or other payment shall deliver to the Facility Administrative Agent for the Relevant Finance Party entitled applicable Lender either a statement under section 975 of the Income Tax Xxx 0000 or other evidence reasonably satisfactory to the interest to which such Lender that such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (vii) A Treaty Lender and a Credit Party which makes a payment to which that Treaty Lender is entitled shall cooperate in completing any procedural formalities necessary for that Credit Party to obtain authorization to make that payment without a Tax Deduction. The Administrative Agent shall file a syndicated loan scheme application form with H.M. Revenue & Customs as soon as practicable following the Closing Date. A Treaty Lender shall discharge its obligation under this provision if it provides to the Administrative Agent its DTTP number and jurisdiction of tax residence and any other information required by the Administrative Agent to file or maintain the syndicated loan scheme application. (viii) A U.K. Non-Bank Lender shall promptly notify the Administrative Agent who shall notify the U.K. Credit Parties if there is any change in the position from that set out in the Tax Confirmation. (ix) Each Lender which becomes a party to this Agreement after the date of this Agreement (such Lender, a “New Lender”) shall indicate, in the Assignment Agreement which it executes on becoming a party, and for the benefit of the Administrative Agent and without liability to any Credit Party, which of the following categories it falls in: (A) not a Qualifying Lender; (B) a Qualifying Lender (other than a Treaty Lender); or

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate law or by a binding decision of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any a tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)or court. (b) As soon as it becomes Each Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the relevant Borrower. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligora Borrower, the amount of the payment due shall, unless paragraph (f) below applies, from that Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (he) Within 30 days In the case of making either a Tax Deduction made by a Borrower, that Borrower shall furnish, if reasonably possible, to the Facility Agent on behalf of the Finance Party concerned, within the period for payment permitted by the relevant law, either: (i) an official receipt of the relevant taxation or other authorities involved in respect of Tax Deduction; or (ii) if such receipts are not issued by the taxation or other authorities concerned on payment to them in respect of the Tax Deduction, a certificate of deduction or equivalent evidence of the relevant Tax Deduction. (f) Each party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that Tax FATCA Deduction, either the Parent or the relevant Obligor making that Tax and no party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or other otherwise compensate the recipient of the payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authorityFACTA Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower or a Bank shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to Borrower must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Off Shore Facility Agent accordingly. Similarly, If the Off Shore Facility Agent receives such notification from a Lender Bank it shall promptly notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that LenderBorrower. (c) If a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower in one of the circumstances set out in paragraph (d) below, unless paragraph (g) below applies, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) The circumstances referred to in paragraph (c) above are where a person entitled to the payment is an Agent, an Arranger or a Security Agent, Issuing Bank or a Bank. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by Deduction, the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor Borrower making that Tax Deduction or other payment shall deliver to the Off Shore Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) The Borrower is not obliged to make a Tax Payment under paragraph (c) above in respect of any Tax Deduction which would not have been required had the Finance Party concerned co-operated in completing any declaration, claim, exemption or other form reasonably requested by the Borrower which it is able to complete or provide unless the Finance Party determines in good faith to do so would prejudice its legal or commercial position.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall, promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility BPIFAE Agent accordingly. Similarly, a Lender shall notify the Facility BPIFAE Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the BPIFAE Agent receives such notification from a Lender it shall notify the Borrower. (c) If a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (he) Within 30 thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor Borrower making that Tax Deduction or other payment shall deliver to the Facility BPIFAE Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (f) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not, or has ceased to be, a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement: (A) in (or in the interpretation, administration, or application of) any law or double taxation agreement, or any published practice or published concession of any relevant authority; or (B) in the circumstance of the Borrower; or (ii) the Borrower is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below. (g) Each Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any Withholding Forms as requested by the Borrower that may be necessary to establish an exemption from withholding of US federal income taxes.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes If: (i) a Lender is not, or ceases to be, a Qualifying Lender; or (ii) an Obligor or a Lender is aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any a change in the rate at which or the basis on which such of a Tax Deduction is to be made) the Parent or the relevant Obligor shall Deduction), it must promptly notify the Facility Agent. The Facility Agent accordingly. Similarly, a Lender shall must then promptly notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lenderaffected Parties. (c) If Except as provided below, if a Tax Deduction is required by Law law to be made by an Obligor or the Parent or an ObligorFacility Agent, the amount of the payment due shall, unless paragraph (f) below applies, from the Obligor will be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If Except as provided below, an Obligor (other than the Company in respect of payments to the UK Lenders) is not required to make a payment under paragraph (c) above for a Tax Deduction in respect of the tax imposed by the jurisdiction of incorporation of an Obligor (other than the Company in respect of payments to the UK Lenders) to a Lender that is required by Law not, or has ceased to be, a Qualifying Lender in excess of the amount that the Obligor (other than the Company in respect of payments to the UK Lenders) would have had to pay had the Lender been, or not ceased to be, a Qualifying Lender. (e) Paragraph (d) above will not apply if the Lender has ceased to be made a Qualifying Lender by reason of any change after the Facility Agent date it became a Lender under this Agreement in (or in the Security Trustee from interpretation, administration or application of) any law or double taxation agreement or any published practice or concession of any relevant taxing authority. (f) An Obligor is not required to make an increased payment to any Relevant Finance Party a Lender under paragraph (dc) above, above for a Tax Deduction in respect of the Facility Agent or tax imposed by the Security Trustee as appropriate shall unless jurisdiction of incorporation of an Obligor if that Lender is a Qualifying Lender and the Obligor making the payment is able to demonstrate that the Tax Deduction would not have been required if the Lender had complied with its obligations under paragraph (i) below. (g) below appliesIf an Obligor is required to make a Tax Deduction, that Obligor must make that the minimum Tax Deduction allowed by law and must make any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (h) Within 30 days of making either a Tax Deduction or any a payment required in connection with that a Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall must deliver to the Facility Agent for the Relevant relevant Finance Party entitled evidence satisfactory to the interest to which such Tax Deduction or payment relates, evidence that Finance Party (acting reasonably) that the Tax Deduction or other payment has been made or accounted for (as applicable) the appropriate payment has been paid to the relevant tax taxing authority. (i) A Lender must co-operate with each Obligor by using its reasonable endeavours to complete any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender, it shall notify the Company and that Obligor. (c) If Subject to paragraphs (d) and (g) below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any A Swiss Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Swiss Anticipatory Tax Law) if and to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that dateit is prohibited from doing so by Swiss law. (ge) Either the Parent or the relevant If an Obligor which is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Swiss Borrower shall not be required to make an increased payment to a Lender under paragraph (c) above if the requirement to make a Tax Deduction in respect of Swiss Anticipatory Tax arises as a result of a breach of Clause 27.18 (Bank representation by Original Lenders) or Clause 25.2 (Conditions of assignment or transfer) by a Lender or by the Existing Lender (as defined in Clause 25.1 (Assignments and transfers by Lenders)) which assigned or transferred any of its rights and obligations under the Finance Documents to such Lender.

Tax gross-up. (a) Each payment made by of the Parent or an Obligor under a Relevant Finance Document Company and the Guarantor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company, the Guarantor or the Lender shall promptly upon becoming aware that the Parent Company or an Obligor is or will be required by Law to the Guarantor must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent other parties accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law law to be made by the Parent Company or an Obligorthe Guarantor, as the case may be, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after from the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent Company or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that ObligorGuarantor, as the case may be, shall, unless paragraph (f) below applies, pay directly shall be increased to that Relevant Finance Party an amount which, which (after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, The Company and the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor Guarantor is not required to make a Tax Payment an increased payment to a the Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on from a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the Loan, if on the date on which the relevant payment of interest falls due, the Company or the Guarantor is due (otherwise than as a consequence of a Change in Tax Law) able to demonstrate that the extent that payment could have been made to the Lender without a the Tax Deduction if that Lender had been it was a Qualifying UK Lender Lender, but on that datedate the Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Party under this Agreement in (or the interpretation, administration, or application of) any law or double taxation agreement, or any published practice or concession of any relevant taxing authority. (ge) Either If the Parent Company or the relevant Obligor which Guarantor is required to make a Tax Deduction Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent Company or the relevant Obligor making that Tax Deduction or other payment Guarantor, as the case may be, shall deliver to the Facility Agent for the Relevant Finance Party entitled Lender evidence reasonably satisfactory to the interest to which such Tax Deduction or payment relates, evidence Lender that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it shall notify the Company and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction is required by Law to be made on account of Tax imposed on payments of interest by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days jurisdiction of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to incorporation of the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender if on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax Lawi) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if that the Lender had been a Qualifying UK Lender with respect to the relevant Borrower, but on that datedate that Lender is not or has ceased to be a Qualifying Lender with respect to the relevant Borrower other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority; (ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (j) or (with respect to payments by a UK Borrower) paragraph (k) below; (iii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (ii)(A)(2) of the definition of Qualifying Lender; and (A) an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and (B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (iv) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (ii)(A)(2) of the definition of Qualifying Lender; and (A) the relevant Lender has not given a Tax Confirmation to the Company; and (B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA. (ge) Either the Parent or the relevant Obligor which is required to make A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction shall make on account of Tax imposed by the jurisdiction of incorporation of the relevant Borrower if on the date on which the payment falls due, such payment relates to: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, or branch profits Taxes, in each case: (A) imposed as a result of the recipient Lender being organised under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); or (B) that are Taxes imposed as a result of a present or former connection between such recipient Lender and the jurisdiction imposing such Tax Deduction (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Finance Document, or sold or assigned an interest in any L/G or Finance Document); (ii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an L/G or Commitment pursuant to a law in effect on the date on which: (A) such Lender acquires such interest in the L/G or Commitment (other than pursuant to an assignment request by the Borrower under Clause 9.6 (Right of replacement or repayment and any payment required cancellation in connection with that Tax Deduction relation to a single Lender); or (B) such Lender changes its lending office, except in each case to the relevant taxing authority within the time allowed and in the minimum amount required by Law.extent that, pursuant to this Clause 12, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (hiii) Within 30 days Taxes attributable to such Lender’s failure to comply with this paragraph (e) or paragraph (f) of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritythis Clause 12.2.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall, promptly upon becoming aware that the Parent it, or an Obligor is or will be required by Law to any other Obligor, must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent Lender accordingly. Similarly, a the Lender shall notify the Facility Agent and the Parent upon Borrower on becoming so aware in respect of a payment payable to that Lenderit. (c) If a Tax Deduction is required by Law law to be made by the Parent Borrower or an any other Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so thatamount, after the required Tax Deduction is made, the payee receives an amount equal or with respect to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (any Obligor other than by reason of the Facility Agent or Borrower, the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any Borrower shall make a payment to any Relevant Finance Party the Lender, which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If any Obligor is required to make a Tax Deduction is required by Law to be made by the Facility Agent Deduction, such Obligor shall make, or the Security Trustee from any payment Borrower shall procure such Obligor to any Relevant Finance Party under paragraph (d) abovemake, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritylaw. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (he) Within 30 thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant each Obligor making that Tax Deduction (or the Borrower with respect to any other payment Obligor) shall deliver to the Facility Agent for the Relevant Finance Party entitled Lender evidence reasonably satisfactory to the interest to which such Tax Deduction or payment relates, evidence Lender that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

Tax gross-up. (ai) Each payment made by the Parent or an Obligor under a Relevant Finance Document Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction, Deduction unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (bii) As soon as it becomes A Relevant Borrower shall, promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Administrative Agent accordingly. Similarly, a Lender or Issuing Bank shall notify the Facility Administrative Agent and the Parent upon on becoming so aware in respect of a payment payable to that LenderLender or Issuing Bank. If the Administrative Agent receives such notification from a Lender or Issuing Bank it shall notify the Relevant Borrower. (ciii) If a Tax Deduction is required by Law law to be made by the Parent or an Obligora Relevant Borrower, the amount of the payment due shall, unless paragraph (f) below applies, from that Relevant Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (eiv) A payment shall not be increased under clause (iii) above by reason of a Tax Deduction on account of Taxes imposed by the United Kingdom if, on the date on which the payment falls due: (A) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the definition of Qualifying Lender, and: (1) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Relevant Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the definition of Qualifying Lender and: (1) the relevant Lender has not given a Tax Confirmation to the Relevant Borrower; and (2) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Relevant Borrower, on the basis that the Tax Confirmation would have enabled the Relevant Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (D) the relevant Lender is a Treaty Lender and the Relevant Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under clause (vii) below. (v) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Relevant Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hvi) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor Relevant Borrower making that Tax Deduction or other payment shall deliver to the Facility Administrative Agent for the Relevant Finance Party benefit of the Lender entitled to the interest payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Lender that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (vii) A Treaty Lender and each Relevant Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in clause (b)(vii) above shall require a Treaty Lender to: (A) register under the HMRC DT Treaty Passport scheme; (B) apply the HMRC DT Treaty Passport scheme to any advance if it has so registered; or (C) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with clause (b)(ix) or clause (f)(i) (HMRC DT Treaty Passport scheme confirmation) and the Relevant Borrower making that payment has not complied with its obligations under clause (b)(x) or clause (f)(ii) (HMRC DT Treaty Passport scheme confirmation). (ix) A Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Relevant Borrower) by notifying the Relevant Borrower of its scheme reference number and its jurisdiction of tax residence. The passport scheme reference number of each Lender as of the Effective Date that desires the HMRC DT Treaty Passport scheme to apply to this Agreement is set forth on the Commitment Schedule (as in effect on the Effective Date). (x) Where a Lender notifies the Relevant Borrower as described in clause (b)(ix) above each Relevant Borrower shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing. (xi) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with clause (b)(ix) above or clause (f)(i) (HMRC DT Treaty Passport scheme confirmation), no Relevant Borrower shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s advance or its participation in any advance.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes A Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction from any payment made under a Finance Document (or that there is any change in the rate at which or the basis on of a Tax Deduction) notify the Agent of (i) the Lender with respect to which such Tax Deduction applies and (ii) the rate at which such Tax Deduction is required to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that such Lender. If the Agent receives such notification from a Lender it shall promptly notify the Borrowers and, if necessary, any Obligors making the payment. (c) If Except as provided in this Clause 19.2 and subject to paragraph (d) below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction from any payment under this Agreement if on the date on which the payment falls due: (i) with reference to any payment made under the Finance Document by any Borrower, the payment could have been made to the relevant Lender without a Tax Deduction, other than with respect to any US federal withholding Tax, if the Lender had been a Qualifying Lender in relation to that payment, but on that date such Lender is not or has ceased to be a Qualifying Lender in relation to that payment other than as a result of: (A) any Change of Tax Law; or (B) a change in the jurisdiction in which an Obligor is established or resident for tax purposes at the date it becomes an Obligor under this Agreement other than as a result of a Permitted Merger; (ii) a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from in respect of any payment under or in connection with a Loan made to a US Borrower for United States federal withholding tax, other than any Relevant Finance Party such Tax Deduction that is required as a result of any Change of Tax Law occurring after the date the relevant Lender becomes a Lender under this Agreement. (iii) the relevant Lender is an Exempt Lender, an Italian Treaty Lender or a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without a Tax Deduction had such Lender complied with its obligations under paragraph (df) abovebelow; (iv) with reference to any payment made under the Finance Document by any US Borrower, the Facility Agent or Tax Deduction would not be required but for the Security Trustee as appropriate shall unless Lender’s failure to comply with paragraph (gi)(iv) below applies, make below; (v) the relevant Lender is a Qualifying Lender in relation to the payment solely by virtue of sub-paragraph (b)(ii) of the definition of Qualifying Lender and: (A) an officer of Her Majesty’s Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Parent a certified copy of that Direction; and (B) the payment could have been made to the Lender without any Tax Deduction and if that Direction had not been made; or (vi) the relevant Lender is a Qualifying Lender in relation to the payment solely by virtue of sub-paragraph (b)(ii) of the definition of Qualifying Lender and: (A) the relevant Lender has not given a Tax Confirmation to the Obligor; and (B) the payment could have been made to the Lender without any payment required in connection with that Tax Deduction if the Lender had given a Tax Confirmation to the relevant taxing authority within Obligor, on the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence basis that the Tax Deduction or other Confirmation would have enabled the Obligor to have formed a reasonable belief that the payment has been made or accounted was an “excepted payment” for to the relevant tax authoritypurpose of section 930 of the ITA. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. law. Within thirty (h30) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (f) A Lender and each Obligor which makes a payment to which that Lender is entitled, shall cooperate in completing any procedural formalities, from time to time required or necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction, or with a reduced Tax Deduction, including, but not limited to, the provision of the information and documentation specified in the following paragraphs (g), (h) and (i) of this Clause 19.2 to the extent applicable. (g) With respect to each Italian Obligor, each Italian Treaty Lender, each Lender requiring the application of a Double Taxation Treaty with respect to any interest payable by such Italian Obligor and each Exempt Lender agree to provide the Italian Obligor with an Affidavit, any Self-Declaration Form or any other form necessary for that Obligor to be entitled to make any payment under this Agreement without a Tax Deduction on a date which falls, in case of any interest payment made by an Italian Borrower, at least ten (10) Business Days prior to the date upon which interest is first due to be paid to it or, in case of any payment made by an Italian Guarantor, upon ten (10) Business Days of request by a such Italian Obligor, and thereafter: (i) within the end of January of any subsequent calendar year (or, if earlier, within at least five (5) Business Days prior to the subsequent date upon which the interest is due to be paid) and, (ii) whenever there is a change in the Lender’s status under a Double Taxation Treaty (including if it changes its tax residence) within twenty (20) Business Days from the time such change is effective (or, if earlier, within at least five (5) Business Days prior to the subsequent date upon which interest is due to be paid by an Italian Obligor). (h) With respect to each UK Borrower: (A) a Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and (B) a New Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Agreement which it executes, and, having done so, such Lender shall be under no obligation pursuant to paragraph (f) above. (ii) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(i) above and: (A) a Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or (B) a Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but: (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given such Borrower authority to make payments to such Lender without a Tax Deduction within sixty (60) Business Days of the date of the Borrower DTTP Filing, and in each case, such Borrower has notified such Lender in writing, such Lender and such Borrower shall co-operate in completing any additional procedural formalities necessary for such Borrower to obtain authorisation to make that payment without a Tax Deduction; (iii) if a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (h)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of such Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees; (iv) an Obligor shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender; (v) a UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Parent by entering into this Agreement; and (vi) a UK Non-Bank Lender shall promptly notify the Parent and the Agent if there is any change in the position from that set out in the Tax Confirmation. (i) With respect to each US Borrower: (i) with respect to a Tax Deduction made on account of Tax imposed by the United States, the Obligor shall certify (under the signature of either its Director, International Tax or another Director or superior officer) on the GTECH Withholding Schedule (as defined in paragraph (j) below) for the immediately succeeding payment period and within the time period specified therefor, the amount of each (if any) Tax Deduction that has been made with respect to a payment made on behalf of any Finance Party and the amount of the related payment made to the relevant taxing authority on account of such Tax Deduction in each case with respect to the immediately preceding payment period; and (ii) the Obligor will provide the relevant Finance Party with IRS Forms 1042-S and 1099, as applicable (and relevant) (or any successor form or forms) relating to such Tax Deduction in a manner and at a time in accordance with United States law, and in any case as soon as practicable following the close of the Obligor’s taxable year, and will simultaneously provide the Agent with a copy thereof. With respect to a Tax Deduction on account of non-United States Taxes, within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment an original receipt (or certified copy thereof), or if unavailable, evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority; (iii) in the case of any payment of interest hereunder by or on behalf of an Obligor through an account or branch outside the United States or by or on behalf of an Obligor by a payer that is not a United States Person (other than a payment made pursuant to a Guarantee), if such Obligor determines that no Taxes are payable in respect thereof, such Obligor shall furnish, or shall cause such payer to furnish, to the Agent, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes; and (iv) promptly after becoming a Party to this Agreement, but in any event before a payment pursuant to this Agreement is due, each Lender will provide, as relevant, to each US Borrower two original executed IRS forms or certifications that establish the Lender is entitled to a complete exemption or reduction (as applicable) from US withholding Taxes on all payments made pursuant to this Agreement and in the case of a Lender claiming the portfolio interest exemption, IRS Form W-8BEN-E (or any successor form) together with a statement certifying that such Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the relevant US Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” that is related to such US Borrower within the meaning of Section 881(c)(3)(C) of the Code. Upon a change of facts which causes the prior forms to no longer be valid or upon the reasonable request of a US Borrower, a Lender shall again provide the forms and documents described above unless it is unable to do so because of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty, or any published practice or concession of any relevant taxing authority; if a Lender is unable to provide such forms and documents, then such Lender shall provide such other forms and certifications to establish any exemption or reduction from US withholding Taxes for which such Lender is eligible. (j) At least three (3) Business Days prior to the due date of any amount payable by an Obligor under any Finance Document, the Agent shall provide to each Borrower by pdf or facsimile a schedule setting forth the portion of the total amount of such payment that will be payable to each Lender on such due date. Within a reasonable amount of time prior to the close of business on the date on which such scheduled amount becoming payable by an Obligor under any Finance Document, each Borrower shall provide to the Agent by pdf or facsimile a reciprocal schedule setting forth the amount of any Tax Deduction that the Obligor will withhold from each payment to be made to each Lender included on such schedule on the due date for such payment (the “GTECH Withholding Schedule”). No failure or delay of the Agent to provide the Borrowers with the schedule contemplated hereunder shall affect the obligation of any Obligor to make the payments otherwise required to be made by them under this Agreement. (k) Any Lender which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant shall only be entitled to receive payments under this Clause 19.2 with reference to any interest paid on the sub-participated commitment (i) to the same extent as such Lender would have been if it had not entered into such sub-participation or (ii) for an amount equivalent to the Tax Deduction required by law to be applied on any payment made under this Agreement and beneficially owned by the Relevant Sub-Participant, if lower; provided that this paragraph (k) shall not apply to limit any entitlement to receive payments under this Clause 19.2 if the right to receive a greater payment results from a Change of Tax Law that occurs after the Relevant Sub-Participant acquired the applicable sub-participated commitment.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes An Obligor shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent Lender accordingly. Similarly, a the Lender shall notify the Facility Agent and the Parent upon that Obligor on becoming so aware in respect of a payment payable to that the Lender. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (he) Within 30 thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled Lender evidence reasonably satisfactory to the interest to which such Tax Deduction or payment relates, evidence Lender that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment has been paid to the relevant tax taxing authority. (f) The Lender and the Obligors shall cooperate in completing any procedural formalities necessary for an Obligor to make a payment to the Lender without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower. (c) If a Tax Deduction is required by Law Subject to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by below, if the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by Deduction, the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hd) Within 30 thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory (which may include if available, without limitation, an original receipt (or certified copy thereof)) to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid in accordance with law or regulation to the relevant taxing authority. (e) In the event there is a Tax Deduction required by the Indonesian tax authorities, the Lenders shall use reasonable endeavours to offset the Tax Deduction with a tax credit, subject to the availability of the tax credit under the Indonesia-France tax treaty. The Lenders’ obligation to apply for a tax credit for the cost of such Tax Deduction is subject to (i) the Lenders’ ability to continue to be entitled to receive the appropriate tax credit in an amount up to the amount of the Tax Deduction required by the Indonesian government and/or Indonesian tax authorities on interest payments, and (ii) the extent to which the Lenders’ taxable income is sufficient for them to realise the benefit of the relevant tax credit. In the event of any change in the Indonesia-French tax treaty or French law (including any amendment or change in an official, administrative or judicial interpretation, pronouncement or application of, or practice under, such treaty or law, or any change in the published practice of any tax authority) that removes in whole or in part the entitlement to a tax credit available to the Lenders, or, if for any other reason, the Lenders do not receive the net amount of interest due to it as a result of a withholding required by the Indonesian government and/or Indonesian tax authorities, applicable payments of interest made by the Borrower under the Finance Documents shall be increased by an amount which (after making any withholding required by the Indonesian government and/or Indonesian tax authorities) leaves a net amount equal to the payment which would have been due if no such withholding had been required.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower. (c) If a Tax Deduction is required by Law law to be made by the Parent Borrower or an Obligorthe Agent, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by Belgium, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is required by Law not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (ii) the relevant Lender is a Treaty Lender and the Borrower making the payment is able to demonstrate that the payment could have been made by to the Facility Agent or Lender without the Security Trustee from any payment to any Relevant Finance Party Tax Deduction had that Lender complied with its obligations under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritybelow. (fe) Neither If the Parent nor any Obligor Borrower is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by Deduction, the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Treaty Lender and the Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction.

Tax gross-up. (a) (Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any An Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on Federal Republic of Germany or the jurisdiction of incorporation of the relevant Obligor from a payment of interest in respect of on a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Loan, if on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax Lawi) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender had been is not or has ceased to be a Qualifying UK Lender on other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or; (ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that datethe payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below. (ge) Either the Parent or the relevant If an Obligor which is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it shall notify the Borrower. (c) If Subject to paragraph (d) below, if a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant The Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender if, on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to falls due, the extent that payment Borrower could have been made such a payment to that Lender without a Tax Deduction if that Lender had been was a Qualifying UK Lender Lender, but on that datedate that Lender is not, or has ceased to be, a Qualifying Lender (other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty, or any published practice or concession of any relevant taxing authority). (ge) Either If the Parent or the relevant Obligor which Borrower is required to make a Tax Deduction Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction payment an original receipt (or payment relates, evidence certified copy thereof) demonstrating that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes If: (i) a Lender is not, or ceases to be, a Qualifying Lender; or (ii) an Obligor or a Lender is aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any a change in the rate at which or the basis on which such of a Tax Deduction is to be made) the Parent or the relevant Obligor shall Deduction), it must promptly notify the Facility Agent. The Facility Agent accordingly. Similarly, a Lender shall must then promptly notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lenderaffected Parties. (c) If Except as provided below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from the Obligor will be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If Except as provided below, an Obligor is not required to make an increased payment under paragraph (c) above for a Tax Deduction in respect of the tax imposed by the UK: (i) if on the date on which the payment in respect of which the Tax Deduction is required by Law falls due, the payment could have been made to be the relevant Lender without a Tax Deduction if it was, or had not ceased to be, a Qualifying Lender, but on that date that Lender is not, or ceased to be, a Qualifying Lender in respect of that Obligor; or (ii) to a Lender which is a Qualifying Lender solely because it is a UK Non-Bank Lender if: (A) an officer of HM Revenue and Customs has given (and not revoked) a direction under section 931 of the ITA 2007 (as that provision has effect on the date on which the relevant Lender became a party to this Agreement) which relates to the relevant payment; (B) the Lender has received from that Obligor a certified copy of that direction; and (C) the payment could have been made by to the Facility Agent or Lender without any Tax Deduction in the Security Trustee from any absence of that direction; or (iii) if that Lender is a Treaty Lender and the Obligor making the payment is able to any Relevant Finance Party demonstrate that the Tax Deduction would not have been required if the Lender had complied with its obligations under paragraph (dh) abovebelow. (e) Paragraph (d)(i) above will not apply if the Lender has ceased to be a Qualifying Lender in respect of that Obligor by reason of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or Treaty or any published practice or concession of any relevant taxing authority. (f) If an Obligor is required to make a Tax Deduction, that Obligor must make the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that minimum Tax Deduction allowed by law and must make any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that datelaw. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any a payment required in connection with that a Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall must deliver to the Facility Agent for the Relevant relevant Finance Party entitled evidence satisfactory to the interest to which such Tax Deduction or payment relates, evidence that Finance Party (acting reasonably) that the Tax Deduction or other payment has been made or accounted for (as applicable) the appropriate payment has been paid to the relevant tax taxing authority. (i) Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled must promptly co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (ii) (A) A Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 of Schedule 1 (Original Parties); and

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall promptly notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall promptly notify the Borrower. (c) If a Tax Deduction is required by Law to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by Deduction, the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (he) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (f) Each Lender, including any person that becomes a Lender after the date hereof, shall deliver to Facility Agent and to Borrower, (i) two original copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-9 (or any successor form), as applicable, properly completed and duly executed by such Lender, and such other documentation reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of U.S. federal income or backup withholding tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Finance Documents. Each Lender required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 12.2(f) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a change in a Lender’s circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Facility Agent and to Borrower two new original copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-9 (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation reasonably requested by Borrower to confirm or establish that such Lender is not subject to deduction or withholding of U.S. federal income tax with respect to payments to such Lender. (g) If a Lender fails to deliver the forms, certificates or other evidence referred to in clause 12.2(f) above, the Borrower shall withhold the taxes due on payments to such Lender and solely to the extent that such withholding was the result of the Lender’s non-compliance with the requirement that it deliver such forms, certificates or other evidence referred to in clause 12.2(f) above, the payments required pursuant to clauses 12.2(c) and 13.1(a) shall be reduced.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower or a Lender shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to Borrower must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, If the Facility Agent receives such notification from a Lender it shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that LenderBorrower. (c) If a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower, the amount of the payment due from the Borrower shall, unless paragraph (f) below appliesto the extent permitted by the laws of the Republic of France, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) The Borrower is not required to make a Tax Payment under (c) above to a Lender for a Tax Deduction which is in excess of the amount it would have been obliged to pay if the Lender had been or last was a Qualifying Lender, if: (i) that Lender was not when it became a Lender or ceased to be, a Qualifying Lender, unless the altered status or increased payment results from any change after the date of this Agreement (or if later, the date such Lender became party to this Agreement) in (or the interpretation, administration or application of) any law of the Republic of France or any relevant double taxation agreement or any published practice or published concession of any taxing authorities of the Republic of France; (ii) the Borrower would not have been required to make the payment if the Lender had complied with its obligations under paragraph (h) below. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) Each Lender represents to the Borrower on the date it becomes a Party that, on that date, it is a Qualifying Lender. (h) A Treaty Lender and the Borrower shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make a payment to which that Treaty Lender is entitled without a Tax Deduction or with a reduced Tax Deduction.

Tax gross-up. (a) Each payment made All sums payable by the Parent Borrower and any Subordinated Lender or an Obligor any other person under a Relevant Finance Document this Deed shall be made by it paid in full without any restriction or condition and free and clear of any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to or other deductions or withholdings of any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)nature. (b) As soon as it becomes aware that If at any time the Parent Borrower or an Obligor any Subordinated Lender or any other person is or will be required by Law in any jurisdiction to make a Tax Deduction (any deduction or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware withholding in respect of Taxes or otherwise from any payment due under this Deed for the account of the Security Trustee or any Finance Party (or if the Security Trustee is required to make any such deduction or withholding from a payment payable to that Lender. (c) If a Tax Deduction is required by Law to be made by the Parent Borrower or an Obligorany other Finance Party), the amount sum due from the Borrower or any Subordinated Lender in respect of the such payment due shall, unless paragraph (f) below applies, shall be increased to an amount so the extent necessary to ensure that, after the required Tax Deduction is mademaking of such deduction or withholding, the payee Security Trustee receives an amount on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the amount sum which it would have received had no such deduction or withholding been required to be made. (c) The Borrower's and Subordinated Lender's obligations under Clauses 7.1(a) and (b) shall not apply in respect of any Tax Deduction been requiredon Overall Net Income levied on the Security Trustee or any other Finance Party. (d) If a Tax Deduction is All Taxes required by Law law to be made deducted or withheld by the Facility Agent Borrower or any Subordinated Lender from any amount paid or payable under this Deed shall be paid by the Borrower or the Security Trustee relevant Subordinated Lender (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph ) when due (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made except for such amounts being disputed by the Facility Agent Borrower or the Security Trustee from any payment to any Relevant Finance Party under paragraph (dsuch Subordinated Lender in good faith) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes Any Obligor shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent Lender accordingly. Similarly, a the Lender shall notify the Facility Agent and the Parent upon Obligor on becoming so aware in respect of a payment payable to that Lenderit. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) An Obligor is not required to make an increased payment to the Lender under paragraph 13.2(c) for a Tax Deduction from a payment of interest on a Loan, if on the date on which the payment falls due (i) the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the, or with a lower, Tax Deduction had the Lender complied with its obligations under paragraph 13.2(f) below or (ii) the Lender is a Treaty Lender and if and to the extent the Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the, or with a lower, Tax Deduction had the Lender complied with its obligations under paragraph 13.2(g) below. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled Lender evidence reasonably satisfactory to the interest to which such Tax Deduction or payment relates, evidence Lender that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) If the Lender is a Treaty Lender, then the Lender and each Obligor shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a, or with a lower, Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower. (c) If a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If a Tax Deduction is required by Law to A payment shall not be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party increased under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect by reason of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either and to the Parent or extent the relevant Obligor which is required obligation to make a Tax Deduction (i) was required by law on the date of this Agreement or (ii) results from a Finance Party's failure to comply with paragraph (g) below. (e) If the Borrower is required by law or regulation to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw or regulation. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) The Borrower hereby confirms to each Lender that it has made an election to be disregarded as an entity separate from its parent, Xxxxx X.X. Holdings, Inc., for U.S. federal income tax purposes. Each Lender shall, to the extent permitted by law, deliver to the Agent for transmission to the Borrower (on or before the date of the first interest payment after such Lender becomes a party to this Agreement) or as otherwise reasonably requested by the Borrower a duly completed copy of Internal Revenue Service Form W-9, W-8BEN, or Form W-ECI, as applicable, or any successor forms, or any other forms as may be necessary to establish a reduction in, or complete exemption from, US or other withholding tax on payments of interest on the Loans. To the extent that any such forms become obsolete as a result of lapse in time or change in circumstance, each Lender shall (promptly upon the request of the Borrower in the case of such form becoming obsolete as a result of lapse in time), to the extent permitted by law, deliver to the Agent for transmission to the Borrower, revised forms as may be necessary to establish a reduction in, or complete exemption from, US or other withholding tax on such payments.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document All payments shall be made by it the Borrower under each Finance Document without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any a change in the rate at which or the basis on which such of any Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall promptly notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall promptly notify the Borrower. (c) If a Lender is not, or ceases to be, a Qualifying Lender with respect to any jurisdiction relevant to such Lender, it shall promptly notify the Agent. If the Agent receives such notification from a Lender it shall promptly notify the Borrower. Without prejudice to the foregoing, each Lender shall promptly provide to the Agent (if requested by the Agent): (i) a written confirmation that it is or, as the case may be, is not, a Qualifying Lender with respect to such jurisdiction; and (ii) such documents and other evidence as the Agent may reasonably require to support any confirmation given pursuant to sub-paragraph (i) above. Until such time as a Lender has complied with any request pursuant to this paragraph (c), the Agent and the Borrower shall be entitled to treat such Lender as not being a Qualifying Lender with respect to such jurisdiction for all purposes under the Finance Documents. (d) Subject to the limitations and exclusions herein, if a Tax Deduction is required by Law law to be made by or on behalf of the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower under a Finance Document shall be increased to an amount so thatwhich, after the required any Tax Deduction is madeDeductions, the payee receives leaves an amount equal to the amount it payment which would have received been due had no Tax Deduction been required. (e) A payment by a French Borrower in respect of an amount due from a French Borrower shall not be increased under paragraph (d) If above by reason of a Tax Deduction on account of Tax imposed by France if, on the date the payment falls due: (i) the relevant Lender is not or has ceased to be a French Qualifying Lender, other than as a result of any Change of Law; or (ii) such Tax Deduction is the result of, or has been increased by, the relevant Lender’s failure to comply with its obligations under paragraph (i) below, provided that the exclusion for Change of Law after the date a Finance Party became a Finance Party under the Agreement in sub-paragraph (i) above shall not apply in respect of any Tax Deduction on account of Tax imposed by France on a payment made to a Finance Party if such Tax Deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit of that Finance Party in a financial institution situated in a Non-Cooperative State. 77 Project Meria: Senior Facilties Agreement (f) A payment by a Luxembourg Borrower in respect of an amount due from a Luxembourg Borrower shall not be increased under paragraph (d) above by reason of a Tax Deduction on account of Tax imposed by Luxembourg if, on the date the payment falls due: (i) the relevant Lender is not or has ceased to be a Luxembourg Qualifying Lender, other than as a result of any Change of Law; (ii) such Tax Deduction is the result of, or has been increased by, the relevant Lender’s failure to comply with its obligations under paragraph (i) below; or (iii) such Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason virtue of the Facility Agent or the Security Trustee performing its obligations Luxembourg law dated 23 December 2005 as such under this Agreement through an office located outside the United Kingdom) amended from any payment time to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been requiredtime. (eg) If the Borrower is required by law to make a Tax Deduction is required by Law to be made by it shall make the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within in the time allowed by law and in the minimum amount required by Law and within 30 law. (h) Within thirty (30) days of after making either a Tax Deduction or any a payment required in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, Borrower making that Tax Deduction or other payment shall deliver to the Agent for the relevant Borrower Finance Party evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or other (as applicable) any appropriate payment has been made or accounted for to the relevant tax authority; provided that the Borrower will not be in breach of this paragraph (h) if it delivers such evidence as soon as reasonably practicable after the expiry of such period. (fi) Neither A Lender and the Parent nor Borrower which makes a payment to which that Lender is entitled, shall co-operate in completing or assisting with the completion of any procedural formalities and the provision of such information as, in each case, necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction and maintain or re-obtain that authorisation where an authorisation expires or otherwise ceases to have effect. (j) Any Lender which enters into a sub-participation under this Agreement: (i) which results in that sub-participant being or being treated as the beneficial owner of the interest on the portion of the Loans so sub-participated, is not entitled to receive payments under this Clause 14.3 or Clause 14.4 (Tax Indemnity) in respect of such interest and irrespective of whether the sub-participant would have been entitled to receive any payment under this Clause 14.3 or Clause 14.4 (Tax Indemnity) had it become a Lender that is beneficially entitled to such interest, it being understood however that, in accordance with paragraph (g) above, if an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which portion of the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction Loans so subparticipated, it shall make that the Tax Deduction and any payment required in connection with that Tax Deduction with respect to the relevant taxing authority within portion of the Loans so sub-participated in the time allowed and in the minimum amount required by Law.law; or (hii) Within 30 days which would result in that Lender ceasing to be beneficially entitled to interest on the portion of making either the Loans so participated under a Tax Deduction or any payment required Finance Document shall notify in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver writing to the Facility Agent for Agent, on or before the Relevant Finance Party entitled date of the sub-participation, as to the interest amount of the Loans in respect of which it ceased to which such Tax Deduction or payment relates, evidence that be the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritybeneficial owner.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it shall notify the Company and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or on behalf of an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph on account of Tax (d) above, the Facility Agent or the Security Trustee as appropriate shall unless other than Swiss Federal Withholding Tax in which case paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to shall apply) imposed on payments of interest by the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days jurisdiction of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to incorporation of the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender if on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax Lawi) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if that the Lender had been a Qualifying UK Lender with respect to the relevant Borrower, but on that datedate that Lender is not or has ceased to be a Qualifying Lender with respect to the relevant Borrower other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority; (ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (j) or (with respect to payments by a UK Borrower) paragraph (k) below; (iii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (ii)(A)(2) of the definition of Qualifying Lender; and (A) an officer of HM Revenue & Customs has given (and not revoked) a direction (a "Direction") under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and (B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (iv) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (ii)(A)(2) of the definition of Qualifying Lender; and (A) the relevant Lender has not given a Tax Confirmation to the Company; and (B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA. (ge) Either the Parent or the relevant Obligor which is required to make A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax (other than Swiss Federal Withholding Tax in which case paragraph (g) shall make apply) imposed by the jurisdiction of incorporation of the relevant Borrower if on the date on which the payment falls due, such payment relates to: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, or branch profits Taxes, in each case: (A) imposed as a result of the recipient Lender being organised under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); or (B) that are Taxes imposed as a result of a present or former connection between such recipient Lender and the jurisdiction imposing such Tax Deduction (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Finance Document, or sold or assigned an interest in any L/G or Finance Document); (ii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an L/G or Commitment pursuant to a law in effect on the date on which: (A) such Lender acquires such interest in the L/G or Commitment (other than pursuant to an assignment request by the Borrower under Clause 9.6 (Right of replacement or repayment and any payment required cancellation in connection with that Tax Deduction relation to a single Lender)); or (B) such Lender changes its lending office, except in each case to the relevant taxing authority within the time allowed and in the minimum amount required by Law.extent that, pursuant to this Clause 12, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (hiii) Within 30 days Taxes attributable to such Lender's failure to comply with this paragraph (e) or paragraph (f) of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritythis Clause 12.2.

Tax gross-up. (a) Each payment made by The Borrower shall make all its payments under the Parent or an Obligor under a Relevant Finance Document shall be made by it Documents without any Tax Deduction, unless a Tax Deduction is required by Lawlaw. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange Promptly on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be made) Deduction), the Parent or the relevant Obligor Borrower shall notify the Facility Agent accordinglyLender. Similarly, a the Lender shall notify the Facility Agent and the Parent upon becoming so Borrower if it becomes aware in respect of that a Tax Deduction must be made on a payment payable to that the Lender. (c) If . Subject to clause 12.1(d), if the Borrower is required to make a Tax Deduction is required by Law to be made by the Parent or an Obligor, the amount of law from any payment due under any Finance Document: the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If ; and the parties shall consult and co-operate with each other in good faith with a Tax Deduction is view to reaching agreement on any variations to the Amortisation Schedule which are required by Law to be made by adjust the Facility Agent or payments of principal and interest on the Security Trustee from any Loans to reflect the increased payments under clause 12.1(c)(i). The Borrower does not have to make an increased payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (cclause 12.1(c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on from a payment of interest in respect of on a participation in an Advance by that Lender Loan made (or to any UK Borrower where that Lender is not a Qualifying UK Lender be made) under the Finance Documents if, on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to falls due, the extent that payment could have been made to the Lender without a Tax Deduction if that Lender had been it were a Qualifying UK Lender but, on that date. , the Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this agreement in (gor in the interpretation, administration, or application of) Either the Parent any law or the any published practice or concession of any relevant Obligor which is required to taxing authority. The Borrower shall make a any Tax Deduction shall make that Tax Deduction under clause 30, and any payment required in connection with that Tax Deduction to the relevant taxing authority Deduction, within the time allowed and in for the minimum amount required by Law. (h) law. Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled Lender evidence reasonably satisfactory to the interest to which such Tax Deduction or payment relates, evidence Lender that either the Tax Deduction or other payment has been made or accounted for any appropriate payment paid to the relevant tax authoritytaxing authority (as applicable).

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall, promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be made) the Parent or the relevant Obligor shall Deduction), notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender, it shall notify the Company and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the Source Jurisdiction, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is required by Law not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made by to the Facility Agent or Lender without the Security Trustee from any payment to any Relevant Finance Party Tax Deduction had that Lender complied with its obligations under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, (as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authorityapplicable) below. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Lender and each Obligor which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for the Company to obtain authorisation to make that payment without a Tax Deduction.

Tax gross-up. (a) 12.2.1 Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes 12.2.2 The Borrowers shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor. (c) 12.2.3 If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any 12.2.4 An Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs (c) or (d) Clause 12.2.3 above for a Tax Deduction in respect of tax imposed by the United Kingdom on from a payment of interest in respect of on a participation in an Advance by Loan, if on the date on which the payment falls due: (A) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that Lender to any UK Borrower where date that Lender is not or has ceased to be a Qualifying UK Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (1) the relevant Lender is a Qualifying Lender solely under paragraph (A)(2) of the definition of Qualifying Lender; (2) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a "Direction") under section 931 of the ITA (as that provision has effect on the date on which the relevant Lender became a Party) which relates to that payment and that Lender has received from that Obligor a certified copy of interest is due that Direction; and (otherwise than as a consequence of a Change in Tax Law3) to the extent that payment could have been made to the Lender without any Tax Deduction in the absence of that Direction; or (C) the relevant Lender is a Qualifying Lender solely under paragraph (A)(2) of the definition of Qualifying Lender and it has not, other than by reason of any change after the date of this Agreement in (or in the interpretation, administration or application of) any law, or any published practice or concession of any relevant taxing authority, given a Tax Confirmation to that Obligor; or (D) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction if that had the Lender had been a Qualifying UK Lender on that datecomplied with its obligations under Clause 12.2.7 below. (g) Either the Parent or the relevant 12.2.5 If an Obligor which is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (h) 12.2.6 Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. 12.2.7 A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. 12.2.8 A UK Non-Bank Lender shall promptly notify the Borrowers and the Agent if there is any change in the position from that set out in the Tax Confirmation. 12.2.9 If a Lender which becomes a Party after the date of this Agreement is a UK Non-Bank Lender, it shall indicate, in the relevant Transfer Certificate, that it is a UK Non-Bank Lender by giving a Tax Confirmation.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it under a Finance Document without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall promptly notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall promptly notify the Borrower. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax, if and to the extent that on the date on which the payment falls due an Obligor is required by Law able to be demonstrate that the payment could have been made by to the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party without the Tax Deduction or with a reduced Tax Deduction had that Finance Party complied with its obligations under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below appliesor clause 12 (Mitigation by the Lenders) (in each case, make provided the Borrower has previously made a written request to that Tax Deduction and any payment required in connection Finance Party for compliance with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritysuch provision). (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed (including extensions) and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) Each Finance Party and the Obligors shall, so far as it is legally entitled to do so, co operate in completing any procedural formalities which the Borrower reasonably requires to enable it to make a payment to which that Finance Party is entitled without a Tax Deduction (or with a reduced Tax Deduction).

Tax gross-up. (aA) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (bB) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender (or the Arranger on behalf of the Original Lender) it shall notify the Borrower and that Obligor. (cC) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (eD) If A payment shall not be increased under Clause 11.2(C) by reason of a Tax Deduction is required by Law to be made on account of Tax imposed by the Facility Agent or United Kingdom, if on the Security Trustee from date on which the payment falls due any of the following apply: (1) the payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction could have been made to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (2) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (1)(b) of the definition of Qualifying Lender; and: (a) an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment in connection with and that Tax Deduction, Lender has received from the Facility Agent Obligor making the payment or from the Security Trustee, as appropriate, making Borrower a certified copy of that Direction; and (b) the payment could have been made to the Lender without any Tax Deduction or other payment shall deliver if that Direction had not been made; or (3) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (1)(b) of the definition of Qualifying Lender and: (a) the relevant Lender has not given a Tax Confirmation to the relevant Borrower evidence Borrower; and (b) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrower, on the basis that the Tax Deduction or other Confirmation would have enabled the Borrower to have formed a reasonable belief that the payment has was an “excepted payment” for the purpose of section 930 of the ITA; or (4) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made or accounted for to the relevant tax authorityLender without the Tax Deduction had that Lender complied with its obligations under Clause 11.3 (Tax indemnity) or Clause 11.2(H). (fE) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hF) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (1) Subject to Clause 11.2(G)(2) and Clause 11.2(G)(3), a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (2) Nothing in Clause 11.2(G)(1) shall require a Treaty Lender to: (a) register under the HMRC DT Treaty Passport scheme; or (b) apply the HMRC DT Treaty Passport scheme to any Utilisation if it has so registered. (a) A Treaty Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (The Original Parties); and (b) a Treaty Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender, and, having done so, that Lender shall automatically be deemed to have discharged all its obligations and responsibilities pursuant to Clause 11.2(G)(1), subject to Clause 11.2(H) (H) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Clause 11.2(G)(3): (1) such confirmation shall constitute notification by such Lender to the Borrower that the Lender wishes the HMRC DT Treaty Passport scheme to apply to this Agreement and that pursuant to such scheme the Borrower must comply with its obligations under Clause 11.2(H)(2); and (2) the Borrower shall, to the extent that such a Lender is a Lender under a Facility made available to the Borrower pursuant to Clause 2.1 (The Facility), file a duly completed Form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date on which such Lender became a Party as a Lender (and in any event by no later than 30 working days prior to the first date on which a payment of interest falls due under this Agreement). (I) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (G)(2) above and a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but: (1) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; (2) HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 30 days of the date of the Borrower DTTP Filing; or

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender, it shall notify the Company and that Obligor. (c) If Subject to paragraph (d), (e) and (h) below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any An Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) above for a Tax Deduction from a payment of interest on a Loan if, on the date on which the payment falls due, the deduction is in respect of any Australian Tax required to be withheld or deducted under part III, division 11A of the Australian Tax Act in relation to payment of interest on a Note and is as a result of the Lender being an Associate of an Australian Borrower. (de) A Swiss Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Swiss Anticipatory Tax Law) if and to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that dateit is prohibited from doing so by Swiss law. (gf) Either the Parent or the relevant If an Obligor which is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hg) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (h) A Swiss Borrower shall not be required to make an increased payment to a Lender under paragraph (c) above if the requirement to make a Tax Deduction in respect of Swiss Anticipatory Tax arises as a result of a breach of Clause 27.18 (Bank representation by Original Lenders) or Clause 25.2 (Conditions of assignment or transfer) by that Lender or by the Existing Lender (as defined in Clause 25.1 (Assignments and transfers by Lenders)) which assigned or transferred any of its rights and obligations under the Finance Documents to such Lender.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company or the relevant Obligor shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it shall promptly notify the Company and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) aboveAn Obligor (other than an Obligor that is, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (gis making a payment on behalf of, a US Borrower) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on or Germany from a payment of interest in respect of on a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Utilisation if, on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax Lawi) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender (UK) or a Qualifying Lender (Germany), but on that date that Lender had been is not or has ceased to be a Qualifying UK Lender (UK) or a Qualifying Lender (Germany) other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority; or (A) the relevant Lender is a Qualifying Lender (UK) solely under paragraph (b) of the definition of Qualifying Lender (UK); (B) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the ITA which relates to that payment and that Lender has received from that Obligor or the Company a certified copy of that Direction; and (C) the payment could have been made to such Lender without any Tax Deduction if that Direction had not been made; or (iii) the relevant Lender is a Qualifying Lender (UK) solely under paragraph (b) of the definition of Qualifying Lender (UK) and it has not, other than by reason of any change after the Signing Date in (or in the interpretation, administration, or application of) any law, or any published practice or concession of any relevant taxing authority, given a Tax Confirmation to the Company; or (iv) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to such Lender without the Tax Deduction had that Lender complied with its obligations under paragraphs (i) or (j) (as applicable), below. (e) An Obligor that is, or is making a payment on behalf of, a US Borrower is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of tax imposed by the United States from a payment of interest under the Finance Documents if, on the date on which the payment falls due, (i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender (US), but on that datedate that Lender is not or has ceased to be a Qualifying Lender (US) other than as a result of or any change, after the date it became a Lender under this Agreement, in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (ii) the US Obligor making the payment is able to demonstrate that the payment could have been made to such Lender without the Tax Deduction had that Lender complied with its obligations under paragraphs (o) or (p) below. (f) No Obligor is required to make increased payment to a Lender under paragraph (c) above in respect of any Tax Deduction required as a result of a failure by a Lender to comply with all requirements under Chapter 4, Subtitle A of the Code to permit the Obligor to make payments to such Lender without deduction or withholding of any United States federal income tax. (g) Either the Parent or the relevant If an Obligor which is required to make a Tax Deduction Deduction, such Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (i) Unless paragraph (p) below applies and subject to this paragraph (i)(ii) below, a Treaty Lender shall complete and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing, any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (A) A Treaty Lender which becomes a Party on the day on which this Agreement is entered into which holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and (B) a New Lender which is a Treaty Lender which holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Certificate which it executes, and, having done so, that Lender shall be under no obligation pursuant to this paragraph (i) above with respect to any payments under the Finance Documents to any UK Borrower. (j) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (i)(ii) above and: (i) a UK Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or (ii) a UK Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but: (A) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (B) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing, and in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction. (k) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (i)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Utilisation unless the Lender otherwise agrees. (l) A UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender. (m) A UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Company by entering into this Agreement. (n) A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in the position from that set out in the Tax Confirmation. (o) If appropriate, each Finance Party which is not a Qualifying Lender agrees that, upon request by an Obligor affected, it shall deliver, as soon as it can (and is entitled to) do so in the ordinary course of business, to such Obligor the relevant tax form as may be required under the laws of the Relevant Jurisdiction or under the relevant Treaty to avoid or reduce a Tax Deduction. (p) If requested by the Agent or by (or on behalf of) a US Borrower, a Qualifying Lender (US) shall, as soon as reasonably practicable, deliver to that US Borrower or the Company: (i) a duly completed United States of America Internal Revenue Service Form W-8BEN relating to exemption from withholding in respect of payments made by that US Borrower to that Lender in relation to participations in Utilisations to that US Borrower: (A) in the case of a PIE Lender, claiming that Lender’s entitlement to the United States federal “portfolio interest exemption” in relation to participations in Utilisations to that US Borrower; or (B) in the case of a Treaty Lender, certifying that that Lender is entitled to a zero rate of withholding under a Treaty; (ii) in the case of an ECI Lender, a duly completed United States of America Internal Revenue Service Form W-8ECI certifying that the payments made by that US Borrower to that Lender in relation to participations in Utilisations to that US Borrower are effectively connected with the conduct by that Lender of a trade or business within the United States of America; or (iii) in the case of foreign intermediary or foreign flow-through entity, a duly completed United States of America Internal Revenue Service Form W-8IMY with all appropriate attachments establishing full exemption from withholding in respect of payments made by that US Borrower to that Lender in relation to participations in Utilisations to that US Borrower; (iv) in the case of a US Lender, a duly completed United States of America Internal Revenue Service Form W-9; or (v) in the case of any other Qualifying Lender (US) other than a US Lender, such other evidence as may reasonably be required from time to time to establish that the Lender is entitled to full exemption or relief from any federal taxation otherwise imposed by the United States of America in relation to participations by that Lender in Utilisations to that US Borrower, provided always that no Lender shall have any obligation to complete or deliver any document under this paragraph (p) to the extent that it is unable properly so to do by reason of a change in Tax law. (q) Each Finance Party confirms on the date it becomes a Party to this Agreement (whether by transfer or otherwise) that it is or would be a Qualifying Lender (UK) with respect to any payments under the Finance Documents by any relevant UK Borrower and a Qualifying Lender (US) with respect to any payments under the Finance Documents by any relevant US Borrower, in each case, unless otherwise notified to the Company and the Agent and each Finance Party agrees to promptly notify the Company if it is a Treaty Lender.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) A payment shall not be increased under paragraph (c) above if on the date on which the payment falls due the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender (having been given notice of the documentation requested under Clause 10.7 at least 30 Business Days prior to such payment date) complied with its obligations under Clause 10.7 (Lender Status). (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Secured Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Secured Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent Lender accordingly. Similarly, a the Lender shall notify the Facility Agent and the Parent upon Borrower on becoming so aware in respect of a payment payable to that the Lender. (c) If Subject to paragraph (d) below, if a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) The Borrower is not required to make an increased payment to the Lender under paragraph (c) above if, on the date on which the payment falls due, the Borrower could have made such a payment to the Lender without a Tax Deduction if the Lender was a Qualifying Lender, but on that date the Lender is not, or has ceased to be, a Qualifying Lender (other than as a result of any change after the date it became the Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty, or any published practice or concession of any relevant taxing authority). (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction Lender an original receipt (or payment relates, evidence certified copy thereof) demonstrating that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Company shall make all payments to be made by it to any Finance Party under any PIK Finance Document without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the PIK Facility Agent accordingly. Similarly, a Lender shall promptly notify the PIK Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the PIK Facility Agent receives such notification from a Lender it shall notify the Company. Failure by any Finance Party to give such notice shall not affect the obligation of the Company under this Clause 11 (Tax gross-up and indemnities). (c) If Subject to paragraph (g) below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, Company the amount of the payment due shall, unless paragraph (f) below applies, from the Company shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor Company is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by Deduction, the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction Company shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed (or prior to any material interest or penalty accruing in respect thereof) and in the minimum amount required by Lawlaw. (he) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Company shall deliver to the PIK Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (f) Each Treaty Lender and Exempt Lender and the Company shall promptly co-operate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax authority) necessary for the Company to obtain authorisation to make that payment without a Tax Deduction. (g) An Obligor is not required to make an increased payment under paragraph (c) above except as provided in paragraph (h) below: (A) to a Lender that is not, or has on the date on which payment falls due ceased to be, a Qualifying Lender in respect of that Obligor; or (B) where the relevant Tax has been imposed as a result of the failure of the relevant Lender to comply with its obligations under paragraph (f) above. (h) Paragraph (g) above will not apply if the Lender: (i) is not or has ceased to be a Qualifying Lender in respect of the Company by reason of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or concession of any relevant taxing authority; or (ii) is not or has ceased to be a Qualifying Lender in respect of the Company by reason of any act or omission of the Company or any member of the Group.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate law or by a binding decision of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any a tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)or court. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Company and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) An Obligor is not required to make an increased payment under paragraph (c) to a Lender, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change in (or in the interpretation, administration, or application of) any law or double taxation treaty, or any published practice or concession of any relevant tax authority after the date the Lender became a Lender under this Agreement or as a result of any Obligor changing its residence for Tax purposes; or (ii) the relevant Lender is a Qualifying Lender and the Obligor is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction, had the Lender complied with its obligations under paragraph (g). (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days In the case of making either a Tax Deduction deduction or any payment required in connection with that Tax Deductionwithholding made by the Obligor, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver furnish, if reasonably possible, to the Facility Agent for on behalf of the Relevant Finance Party entitled to concerned, within the interest to which such Tax Deduction or period for payment relatespermitted by the relevant law, evidence that either: (i) an official receipt of the Tax Deduction relevant taxation or other authorities involved in respect of all amounts so deducted or withheld; or (ii) if such receipts are not issued by the taxation or other authorities concerned on payment has been made to them of amounts so deducted or accounted for to withheld, a certificate of deduction or equivalent evidence of the relevant tax authoritydeduction or withholding. (g) A Qualifying Lender and any Obligor owing a payment to that Qualifying Lender shall co-operate in completing any reasonable procedural formalities necessary for that Obligor in order to obtain authorisation to make in accordance with the relevant law the payment without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender, it shall notify the Company and that Obligor. (c) If Subject to paragraphs (d) and (g) below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any A Swiss Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Swiss Anticipatory Tax Law) if and to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that dateit is prohibited from doing so by Swiss law. (ge) Either the Parent or the relevant If an Obligor which is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. LD857960/50 (g) A Swiss Borrower shall not be required to make an increased payment to a Lender under paragraph (c) above if the requirement to make a Tax Deduction in respect of Swiss Anticipatory Tax arises as a result of a breach of Clause 26.18 (Bank representation by Original Lenders) or Clause 24.2 (Conditions of assignment or transfer) by a Lender or by the Existing Lender (as defined in Clause 24.1 (Assignments and transfers by Lenders)) which assigned or transferred any of its rights and obligations under the Finance Documents to such Lender.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit law or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)regulation. (b) As soon as it becomes The Company or a Lender shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which of a Tax Deduction) notify the Agent accordingly. If the Agent receives such Tax Deduction is to be made) the Parent or the relevant Obligor notification from a Lender it shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent Company and the Parent upon becoming so aware in respect of a payment payable to that LenderObligor. (c) If a Tax Deduction is required by Law law or regulation to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due and payable if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any An Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax Tax imposed by the United Kingdom on Spain from a payment of interest in respect of on a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Loan, if on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax Lawi) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender had been is not or has ceased to be a Qualifying UK Lender on other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty, or any published practice or concession of any relevant taxing authority; or (ii) the relevant Lender is a Qualifying Lender under paragraph (ii) of the definition of “Qualifying Lender” and the Obligor making the payment is able to demonstrate that datethe payment could have been made to the Lender without any Tax Deduction if the Lender had complied with its obligations under paragraph (g) below. (ge) Either the Parent or the relevant If an Obligor which is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw or regulation. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment an original receipt (or certified copy thereof) or if unavailable such other evidence as is reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Lender that is a Qualifying Lender under paragraph (ii) of the definition of “Qualifying Lender” and each Obligor which is required to make a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is required by Law not or has ceased to be made a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority; or (ii) the relevant Lender is a Qualifying Lender solely by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under virtue of paragraph (da)(ii) aboveof the definition of Qualifying Lender; and (A) an officer of HMRC has given (and not revoked) a direction (a Direction) under section 931 of the ITA which relates to the payment and that Xxxxxx has received from the Obligor making the payment or from the Borrower a certified copy of that Direction; and (B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (iii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and: (A) the relevant Lender has not given a Tax Confirmation to the Borrower; and (B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrower, on the Facility Agent or basis that the Security Trustee as appropriate shall unless Tax Confirmation would have enabled the Borrower to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA; or (iv) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, (h) (as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authorityapplicable) below. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (i) Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (A) A Treaty Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 of Schedule 1 (The Original Parties); and (B) a Treaty Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender, and, having done so, that Lender shall be under no obligation pursuant to paragraph (i) above. (h) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above and: (i) the Borrower has not made a Borrower DTTP Filing in respect of that Lender; or

Tax gross-up. (a) 19.2.1 Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes 19.2.2 The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. 19.2.3 Each Lender as at the date of this Agreement confirms that it is a Qualifying Lender. Similarly, This confirmation is given as at the date of this Agreement. A Lender which becomes party to this Agreement by means of a Transfer Certificate shall confirm therein whether it is or is not a Qualifying Lender. Each Lender shall which confirmed that it was a Qualifying Lender undertakes to notify the Facility Agent and the Parent Company promptly upon becoming so aware of it ceasing to be a Qualifying Lender (other than as a result of any change after it became a Lender under this Agreement, in respect (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant Tax authority). If the Facility Agent receives such notification from a payment payable to that LenderLender it shall notify the Company and the relevant Obligor. (c) 19.2.4 If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any 19.2.5 An Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs (c) or (d) sub- clause 19.2.4 above for a Tax Deduction in respect of tax Tax imposed by the United Kingdom on or the United States from a payment of interest in respect of on a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Loan, if on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax Lawa) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender (other than a Treaty Lender), but on that date that Lender had been is not or has ceased to be a Qualifying UK Lender on other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant Tax authority; or (b) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that datethe payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations, if any, under sub-clause 19.2.8 below. (g) Either the Parent or the relevant 19.2.6 If an Obligor which is required by law to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (h) 19.2.7 Within 30 thirty days of making either a Tax Deduction or any payment to the relevant Tax authority required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax authority. 19.2.8 A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing as soon as reasonably practicable any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall promptly notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall promptly notify the Borrower and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is required by Law not or has ceased to be made a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the published interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority (other than any change that occurs pursuant to, or in connection with the adoption, ratification, approval or acceptance of, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of 24 November 2016 in or by any jurisdiction); or (ii) the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under relevant Lender is a Qualifying Lender solely by virtue of paragraph (da)(ii) aboveof the definition of Qualifying Lender and: (A) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Xxxxxx has received from the Obligor making the payment or from the Borrower a certified copy of that Direction; and (B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (iii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and: (A) the relevant Lender has not given a Tax Confirmation to the Borrower; and (B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrower, on the Facility Agent or basis that the Security Trustee as appropriate shall unless Tax Confirmation would have enabled the Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (iv) the relevant Lender is a Treaty Lender and the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, (h) (as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authorityapplicable) below. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (i) Subject to paragraph (ii) below, a Lender and each Obligor which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (A) A Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and (B) a Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender, and, having done so, that Lender shall be under no obligation in relation to the Borrower pursuant to paragraph (i) above. (h) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above and: (i) the Borrower making a payment to that Xxxxxx has not made the Borrower DTTP Filing in respect of that Lender; or (ii) the Borrower making a payment to that Xxxxxx has made the Borrower DTTP Filing in respect of that Lender but: (A) the Borrower DTTP Filing has been rejected by HM Revenue & Customs; (B) HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within thirty (30) Business Days of the date of the Borrower DTTP Filing; or (C) HM Revenue & Customs has given the Borrower authority to make payments to that Lender without a Tax Deduction but such authority has subsequently been revoked or otherwise terminated or expired (or is due to otherwise terminate or expire within the next three (3) months), and in each case, the Borrower has notified that Xxxxxx in writing, that Xxxxxx and the Borrower shall co-operate in completing any additional procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction. (i) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no Obligor shall make the Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Xxxxxx’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees. (j) The Borrower shall, promptly on making the Borrower DTTP Filing, deliver a copy of the Borrower DTTP Filing to the Agent for delivery to the relevant Lender. (k) A UK Non-Bank Lender shall promptly notify the Borrower and the Agent if there is any change in the position from that set out in the Tax Confirmation. (l) If: (i) a Tax Deduction should have been made in respect of a payment made by or on account of an Obligor to a Lender under a Finance Document; (ii) either: (A) the relevant Obligor (or the Agent, if it is the applicable withholding agent) was unaware, and could not reasonably be expected to have been aware, that such Tax Deduction was required and as a result did not make the Tax Deduction or made a Tax Deduction at a reduced rate; (B) in reliance on the notifications and confirmation provided pursuant to Clause 12.5 (Lender Status Confirmation), the relevant Obligor did not make such Tax Deduction or payment relates, evidence that made a Tax Deduction at a reduced rate; or (C) any Finance Party has not complied with its obligation under paragraphs (b) above and as a result the relevant Obligor did not make the Tax Deduction or other made a Tax Deduction at a reduced rate; and (iii) the applicable Obligor would not have been required to make an increased payment has under paragraph (d) above in respect of that Tax Deduction or increased Tax Deduction, then the Lender that received the payment in respect of which the Tax Deduction should have been made or made at a higher rate undertakes to promptly, upon a request by that Obligor, reimburse that Obligor for the amount of the Tax Deduction that should have been made (only to the extent the Tax Deduction has not already been accounted for to the taxing authority by the relevant tax authorityLender). Any member of the Group shall be entitled to set-off any amount or payment due from a Lender pursuant to this paragraph (l) against any amount or payment owed by a member of the Group (and, in the event of any such set-off by a member of the Group, for the purposes of the Finance Documents, the Agent or, as the case may be, the Security Agent) shall treat such set-off as reducing only amounts due to the relevant Lender.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it under the Senior Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes Avis Europe shall ensure that the Co-ordinator or the relevant Obligor shall, promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be made) the Parent or the relevant Obligor shall Deduction), notify the Facility Agent accordingly. SimilarlyEach Lender, upon becoming aware that it is not or has ceased to be a Lender Qualifying Lender, shall promptly notify the Facility Agent accordingly and, upon receiving any such notification, the Facility Agent shall promptly notify the Co-ordinator and that Obligor of the Parent upon becoming so aware in respect of a payment payable to that Lendersame. (c) If a Tax Deduction is required by Law to be made by an Obligor (or, as the Parent case may be, by the Facility Agent or an Obligorthe Security Agent) on any payment due to a Lender under the Senior Finance Documents, the amount of the payment due shallfrom that Obligor shall (subject to paragraphs (d), unless paragraph (e), (f) below applies, and (g) of this Clause 12 and except where expressly provided otherwise in the relevant Senior Finance Documents) be increased to by an amount so that, after (the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. “Additional Amount”) which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables Deduction) leaves the payee of that amount to receive Lender with an amount aggregate net payment equal to the full payment which it would have been received by it if no such Tax Deduction had been required. (ed) If A UK Obligor will not be required to pay an Additional Amount in accordance with paragraph (c) above on account of Tax imposed by the United Kingdom if, on the date on which the payment falls due: (i) the relevant Lender is a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (j)(i) below; (ii) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a United Kingdom Qualifying Lender, but on that date that Lender is required by Law not or has ceased to be a United Kingdom Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double tax treaty or any published practice or published concession of any relevant taxing authority; (iii) the relevant Lender is a United Kingdom Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of “United Kingdom Qualifying Lender” and: A. an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from Avis Europe a certified copy of that Direction; and B. the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (iv) the relevant Lender is a United Kingdom Qualifying Lender solely by virtue of paragraph (a)(ii) of the Facility Agent definition of “United Kingdom Qualifying Lender” and: A. the relevant Lender has not given a Tax Confirmation to the relevant Obligor or Avis Europe; and B. the Security Trustee from payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the relevant Obligor or Avis Europe, on the basis that the Tax Confirmation would have enabled the relevant Obligor to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA. (e) An Italian Obligor will not be required to make an increased payment in accordance with paragraph (c) above in respect of tax imposed by Italy in respect of any Relevant Finance Party Advance under the Italian Tranche if: (i) the relevant Lender is an Italian Treaty Lender and the Italian Obligor is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (dj) above, below; or (ii) the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction could have been made to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either Lender without a Tax Deduction if the Lender had been an Italian Qualifying Lender, but on that date that Lender is not or has ceased to be an Italian Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double tax treaty or any payment in connection with that Tax Deduction, the Facility Agent published practice or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the concession of any relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax taxing authority. (f) Neither the Parent nor any A Spanish Obligor is shall not be required to make a Tax Payment pay an Additional Amount to a Lender under paragraphs paragraph (c) or (d) above in respect of an Advance to a Borrower incorporated in Spain for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Spain, if on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax Lawi) to the extent that payment could have been made to the relevant Lender without a Tax Deduction if that the Lender had been a Spanish Qualifying UK Lender Lender, but on that date.date that Lender is not or has ceased to be a Spanish Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double tax treaty or any published practice or concession of any relevant taxing authority; or (ii) the relevant Lender is a Spanish Qualifying Lender and the Spanish Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without a Tax Deduction had that Lender complied with its obligations under paragraph (o) below; (g) Either A German Obligor will not be required to pay an Additional Amount in accordance with paragraph (c) above in respect of an Advance to a Borrower incorporated in Germany on account of Tax imposed by Germany if on the Parent or date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a German Qualifying Lender, but on that date that Lender is not or has ceased to be a German Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or Treaty or any published practice or concession of any relevant taxing authority; or (ii) the relevant Lender is a German Treaty Lender and the Obligor which making the payment is able to demonstrate that the payment could have been made to the Lender without a Tax Deduction had that Lender complied with its obligations under paragraph (j)(i) below. (h) If an Obligor is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (hi) Within 30 45 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment certified copies of tax receipts evidencing such payment or, if the practice of the relevant taxing authority is not to which supply such Tax Deduction receipt, a statement under section 975 of the ITA or payment relates, other evidence reasonably satisfactory to that Finance Party that the Tax Deduction or (as applicable) other payment has been made or accounted for to the relevant tax authority. (i) Subject to paragraph (ii) below, a Treaty Lender (other than a Spanish Treaty Lender) and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (ii) Nothing in paragraph (i) above shall require a UK Treaty Lender to: (A) register under the HMRC DT Treaty Passport scheme; (B) apply the HMRC DT Treaty Passport scheme to any Utilisation if it has so registered; or (C) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (l) below or paragraph (a) of Clause 12.5 (HMRC DT Treaty Passport scheme confirmation) and the Obligor making that payment has not complied with its obligations under paragraph (m) below or paragraph (b) of Clause 12.5 (HMRC DT Treaty Passport scheme confirmation). (k) A UK Non-Bank Lender shall promptly notify Avis Europe and the Facility Agent if there is any change in the position from that set out in the Tax Confirmation. (l) A UK Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect, for the benefit of the Facility Agent, and without liability to any Obligor, by including its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (Lenders and their Commitments). (m) Where a Lender includes the indication described in paragraph (l) above in Schedule 1 (Lenders and their Commitments): (i) Xxxxx shall, to the extent that that Lender is a Lender under a Facility made available to Xxxxx pursuant to Clause 2 (The Facility), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 working days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing; (ii) each Acceding Borrower incorporated in the United Kingdom shall, to the extent that that Lender is a Lender under a Facility made available to that Acceding Borrower pursuant to Clause 2 (The Facility), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 working days of becoming an Acceding Borrower and shall promptly provide the Lender with a copy of that filing. (n) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (l) above or paragraph (a) of Clause 12.5 (HMRC DT Treaty Passport scheme confirmation), no Obligor shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Utilisation. (o) In relation to an Advance to a Borrower incorporated in Spain, on or before the first day upon which that Borrower is to make a payment of interest, the Lender shall provide the Borrower with a tax residence certificate duly issued by the tax authorities of its jurisdiction of residence certifying that the Lender is resident for tax purposes in such jurisdiction or, if a Spanish Treaty Lender, with a tax residence certificate certifying that the Lender is resident for tax purposes in such jurisdiction for the purposes of the applicable treaty, or with the corresponding form required under such treaty, if any. Each such Lender shall also deliver to the Spanish Borrower on a yearly basis a certificate of tax residence duly authorised by the competent tax authorities of its country of residence evidencing that such Lender is resident for tax purposes in that country for the purposes of the double tax treaty with Spain in the year when income is received.

Tax gross-up. (a) Each payment Any tax gross up provisions (and any related mitigation provisions) in the Existing Finance Documents will continue in full force and effect in accordance with their terms. (b) In addition, in relation to any payments to be made by under the Parent or an New Finance Documents in respect of a Facility, any tax gross-up provisions in the Existing Finance Documents for that Facility will apply to such payments as if the Obligors had been “Obligors”, “Borrowers” and/or “Guarantors” (as applicable) and the New Finance Documents had been “Finance Documents” and/or the “Agreement” (as applicable) and the “Agent” had been the “Administrative Agent” for the purposes of those Existing Finance Documents. (c) In relation to any Facility in respect of which the relevant Existing Finance Documents do not contain a tax gross up provision: (i) each Obligor under a Relevant Finance Document shall make all payments to be made by it under the Finance Documents in relation to that Facility without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (bii) As soon as it becomes the Parent shall, promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is Deduction) under the Finance Documents in relation to be made) the Parent or the relevant Obligor shall that Facility, notify the Facility Administrative Agent accordingly. Similarly, a Lender Participating Creditor shall notify the Facility Administrative Agent and the Parent upon on becoming so aware in respect of a payment payable to that LenderParticipating Creditor. If the Administrative Agent receives such notification from a Participating Creditor it shall notify the Parent and that Obligor. (ciii) If if a Tax Deduction is required by Law law to be made by an Obligor under the Parent or an ObligorFinance Documents in relation to that Facility, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction will provide to the relevant taxing authority within Administrative Agent, upon request, evidence of the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that dateapplicable Taxes. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.

Tax gross-up. (ai) Each payment made by the Parent or an Obligor under a Relevant Finance Document UK Borrower shall make all payments to be made by it under any Loan Document without any UK Tax Deduction, Deduction unless a UK Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (bii) As soon as it becomes A UK Borrower shall, promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a UK Tax Deduction (or that there is any change in the rate at which or the basis on which such of a UK Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Administrative Agent accordingly. Similarly, a Lender shall notify the Facility Administrative Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If Administrative Agent receives such notification from a Lender it shall notify the relevant UK Borrower. (ciii) If a UK Tax Deduction is required by Law law to be made by the Parent or an Obligora UK Borrower, the amount of the payment due shall, unless paragraph (f) below applies, from that UK Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any UK Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no UK Tax Deduction had been required. (eiv) If A payment by a UK Borrower shall not be increased under clause (iii) above by reason of a UK Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days on account of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax Taxes imposed on interest by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender if, on the date on which the relevant payment of interest is due falls due: (otherwise than as a consequence of a Change in Tax LawA) to the extent that payment could have been made to the relevant Lender without a UK Tax Deduction if that the Lender had been a UK Qualifying UK Lender Lender, but on that date.date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the published interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (gB) Either the Parent or the relevant Obligor which Lender is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to UK Qualifying Lender solely by virtue of clause (a)(ii) of the relevant taxing authority within the time allowed and in the minimum amount required by Law.definition of UK Qualifying Lender, and: (h1) Within 30 days an officer of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.H.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it to any Finance Party without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by Japanese tax authorities, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is required by Law not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority; or (ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made by to the Facility Agent or Lender without the Security Trustee from any payment to any Relevant Finance Party Tax Deduction had that Lender complied with its obligations under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritybelow. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax authorityauthorities. (g) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes If an Obligor or a Lender is aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any a change in the rate at which or the basis on which such of a Tax Deduction is to be made) the Parent or the relevant Obligor shall Deduction), it must promptly notify the Facility Facilities Agent. The Facilities Agent accordingly. Similarly, a Lender shall must then promptly notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lenderaffected Parties. (c) If Except as provided below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from the Obligor will be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If an Obligor is required to make a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) aboveDeduction, the Facility Agent or the Security Trustee as appropriate that Obligor shall unless paragraph (g) below applies, make that Tax Deduction and must make any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritylaw. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (he) Within 30 days of making either a Tax Deduction or any a payment required in connection with that a Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall must deliver to the Facility Facilities Agent for the Relevant relevant Finance Party entitled evidence reasonably satisfactory to the interest to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) the appropriate payment has been paid to the relevant tax taxing authority. (f) Where possible, each Finance Party shall, in consultation with the Company, take all reasonable steps to reduce the risk of a Tax Deduction being required by law or reduce the amount of such Tax Deduction, including, without limitation, transferring its rights and obligations under the Finance Documents to an Affiliate, changing its Facility Office or co-operating with each Obligor by using its commercially reasonable endeavours to complete any procedural formalities necessary for that Obligor to obtain authorisation to make payments without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes An Obligor shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from such Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by Luxembourg if, on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Luxembourg Treaty Lender, but on that date the Lender is not or has ceased to be a Luxembourg Treaty Lender, other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or a Luxembourg Treaty or any published practice or published concession of any relevant taxing authority; or (ii) such Tax Deduction is required by virtue of the Relibi Law on a payment made to be an individual tax resident in Luxembourg pursuant to the Relibi Law; or (iii) the relevant Lender is a Luxembourg Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made by to the Facility Agent or Lender without the Security Trustee from any payment to any Relevant Finance Party Tax Deduction had that Lender complied with its obligations under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (ge) below applies, (except when failure to comply relates to the Obligor including tax status). (e) A Luxembourg Treaty Lender and the Obligor which makes a payment to which that Luxembourg Treaty Lender is entitled shall co-operate in completing any reasonable procedural formalities necessary for the Obligor to obtain authorisation to make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either without a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hg) Within 30 thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant an Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

Tax gross-up. (a) Each Except as provided in paragraph (c) below, each payment made by the Parent or an Obligor under a Relevant Finance Document shall be made by it without reduction for any Tax Deduction, unless . In the event of a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law to be made by the Parent or an ObligorDeduction, the amount of the payment due shall, unless paragraph (fc) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (db) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, Obligor shall, unless paragraph (fc) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (ec) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any An Obligor is not required to make a Tax Payment to a Lender under paragraphs (ca) or (db) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a any payment of interest in respect of a participation in an Advance by to that Lender to any UK Borrower under the Finance Documents where that Lender is has not a Qualifying UK Lender on the date on which the relevant payment of interest is due provided forms required to be provided under paragraph (otherwise than as a consequence of a Change in Tax Lawe) or (f) hereof with respect to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that datepayment. (gd) Either the Parent or the relevant An Obligor which is required to make a shall timely deposit any Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction it makes to the relevant taxing authority within authority. Within 45 days, the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment to which such Tax Deduction or payment relates, relates a certification of receipt of payment by the relevant taxing authority or other evidence which is reasonably satisfactory to that Finance Party that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (e) Each Lender (other than a U.S. Lender) shall deliver to the Existing Borrower and the Parent on or before the Initial Borrowing Date (if sooner, the date of the first payment, to such Lender under any of the Finance Documents) two accurate and complete original signed copies of: (i) a duly completed United States of America Internal Revenue Service Form W-8BEN (or such Form as may replace it) relating to exemption from withholding in respect of payments made by the Existing Borrower to that Lender under the Finance Documents: (A) claiming that Lender’s entitlement to the United States federal “portfolio interest exemption” in relation to payment of interest on participations in Advances to the Existing Borrower; or (B) certifying that that Lender is entitled to a complete exemption from the United States taxation under a Double Taxation Treaty; or (ii) a duly completed United States of America Internal Revenue Service Form W-8ECI (or such Form as may replace it) certifying that the payments made by the Existing Borrower to that Lender under the Finance Documents are effectively connected with the conduct by that Lender of a trade or business within the United States of America. (f) Each Lender agrees that when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Existing Borrower and the Parent two new accurate and complete original signed copies of the relevant Internal Revenue Service Form referred to above or any alternative certification specified above and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under the Finance Documents, or it shall immediately notify the Existing Borrower and the Agent of its inability to deliver any such Form or certification, in which case such Lender shall not be required to provide forms described in this paragraph (f).

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall be made by it without any Tax DeductionSubject to clause 9.6, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law all payments to be made by the Parent Borrower hereunder shall be made free and clear of and without deduction or an Obligor, withholding for or on account of tax unless required by law. If the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction Borrower is required on account of any Relevant Tax to make any deduction or withholding from any sum payable by Law it to be made by the Facility Agent a Lender hereunder or the Security Trustee if a Lender is required to pay any Relevant Tax (other than tax on its overall net income) imposed, levied, collected or assessed directly on it in respect of any payment receivable by reason of the Facility Agent or the Security Trustee performing its obligations as such it under this Agreement through an office located outside Agreement: (i) the United Kingdom) from Borrower shall notify the relevant Lender of any payment to such requirement or any Relevant Finance Party which represents an amount or amounts received from change in any such requirement as soon as the Parent or an Obligor, either the Parent or that ObligorBorrower becomes aware of it or, as the case may be, shallthe relevant Lender will forthwith notify the Borrower of its liability to such Relevant Tax as soon as it becomes aware of such liability; (ii) the Borrower or the relevant Lender (as the case may be) shall pay any such Relevant Tax to the relevant authority in full within the time allowed for such payment under applicable law and, unless paragraph without prejudice to the foregoing, before the date on which penalties attach thereto; and (fiii) below appliesthe sum payable by the Borrower in respect of which the relevant deduction, pay directly withholding or payment is required shall be increased to that Relevant Finance Party an amount whichthe extent necessary to ensure that, after the making the required Tax Deduction enables the payee of that amount to receive an amount deduction, withholding or payment, the relevant Lender receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to the payment which what it would have received if had no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) abovesuch deduction, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction withholding or payment relates, evidence that the Tax Deduction been required or other payment has been made or accounted for to the relevant tax authoritymade.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes Holdco and each other Obligor shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify Holdco. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction if on the date on which the payment falls due that Obligor is required by Law able to be demonstrate that the payment could have been made by to the Facility Agent or Lender without the Security Trustee from any payment to any Relevant Finance Party Tax Deduction had that Lender complied with its obligations under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritybelow. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. ​ (g) Each Lender and each Obligor shall co-operate in completing any procedural formalities necessary for each Obligor to obtain authorisation to make that payment without a Tax Deduction.