Common use of Tax gross-up Clause in Contracts

Tax gross-up. (i) The U.K. Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (ii) The U.K. Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent 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 promptly notify the U.K. Borrower. (iii) If a Tax Deduction is required by law to be made by the U.K. Borrower, the amount of the payment due from the U.K. Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) 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 U.K. Qualifying Lender but on that date the relevant Lender is not or has ceased to be a U.K. 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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 clause (vii) below. (v) If the U.K. Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower makes a payment to which a U.K. Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower shall co‑operate in completing any procedural formalities necessary for the U.K. Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (iA) The U.K. Borrower Each Loan Party shall make all payments to be made by it under in respect of any UK Loan Document without any Tax Deduction Deduction, unless a Tax Deduction is required by law. (iiB) The U.K. UK Borrower shall, shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative UK Agent accordingly. Similarly, a UK Lender shall promptly notify the Administrative UK Agent on becoming so aware in respect of a payment payable to that UK Lender. If the Administrative UK Agent receives such notification from a Lender, UK Lender it shall promptly notify the U.K. UK Borrower. (iiiC) If a Tax Deduction is required by law to be made by the U.K. Borrowera Loan Party or any Agent in respect of any UK Loan, the amount of the payment due from the U.K. Borrower that Loan Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivD) A payment shall not be increased under clause paragraph (iiiC) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (AI) The the payment could have been made to the relevant UK Lender without a Tax Deduction if the UK Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that UK Lender is not or has ceased to be a U.K. Qualifying Lender, Lender other than as a result of any change after the date it became a UK Lender under this Credit 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 (BII) the relevant UK Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender, 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 U.K. Borrower Loan Party making the payment a certified copy of that Direction;; and (2) . the payment could have been made to the UK Lender without any Tax Deduction if that Direction had not been made; or (CIII) the relevant UK Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(iii)(B) of the definition of U.K. Qualifying Lender and: (1) . the relevant UK Lender has not given a U.K. Tax ConfirmationConfirmation to the UK Borrower; and (2) . the payment could have been made to the UK Lender without any U.K. Tax Deduction if the UK Lender had given a U.K. Tax ConfirmationConfirmation to the UK Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (DIV) the relevant UK Lender is a U.K. Treaty Lender and the U.K. UK Borrower is able to demonstrate that the payment could have been made to the UK Lender without the Tax Deduction had that UK Lender complied with its obligations under clause paragraph (viiG) or (H) (as applicable) below. (vE) If the U.K. Borrower a Loan Party is required to make a Tax DeductionDeduction in respect of any UK Loan, it that Loan Party shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (viF) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Loan Party making that Tax Deduction shall deliver to the Administrative UK Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viiI) Subject to Section 2.31(b)(viiiparagraph (II) below, where the U.K. Borrower a Treaty Lender and each Loan Party which makes a payment in respect of any UK Loan to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Loan Party to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) 1. A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party Lender in respect of a UK Loan on the day on which date of this Credit Agreement is entered into that holds a passport under the HMRC H.M. Revenue & Customs DT Treaty Passport scheme, and which wishes that scheme to apply to this Credit Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including hereby confirms its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax IndemnitySchedule 6.12(g), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.and

Tax gross-up. (i) The U.K. Borrower 14.2.1 Each Obligor shall make all payments to be made by it under any Loan Document the Finance Documents without any Tax Deduction Deduction, unless a Tax Deduction is required by law. (ii) 14.2.2 The U.K. Borrower shall, Parent shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax DeductionDeduction that it must make) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerParent and that Obligor. (iii) 14.2.3 If a Tax Deduction is required by law to be made by an Obligor from any payment due from it under the U.K. BorrowerFinance Documents, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) 14.2.4 A payment shall not be increased under clause (iii) Clause 14.2.3 above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (Aa) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (Bb) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender, Lender and: (1i) 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 U.K. Borrower Obligor making the payment or from the Company a certified copy of that Direction;; and (2ii) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (Cc) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender and: (1i) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Company; and (2ii) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Company, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or. (Dd) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower 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 (vii) Clause 14.2.7 below. (v) 14.2.5 If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 14.2.6 Within thirty 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viia) Subject to Section 2.31(b)(viiiparagraph (b) below, where the U.K. Borrower a Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viiib) Nothing in Section 2.31(b)(viiparagraph (a) above shall require a U.K. Treaty Lender to: (Ai) register under the HMRC DT Treaty Passport scheme; (Bii) apply the HMRC DT Treaty Passport scheme to any advance Utilisation if it has so registered; or (Ciii) file Treaty forms if it has has: (A) included an indication to the effect that it wishes the HMRC DT Treaty Passport Scheme scheme to apply to this Agreement in accordance with Section 2.31(b)(xiAgreement; or (B) or Section 2.31(b)(xii) below notified the Parent of its scheme reference number and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) belowjurisdiction of tax residence. (ix) 14.2.8 A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which then 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 the U.K. Borrowerany Obligor) by including its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreementin Part 3 of Schedule 1 (The Original Parties). (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 14.2.9 If a Lender has not either: (a) included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with Section 2.31(b)(xiClause 14.2.8 above or paragraph (a) or Section 2.31(b)(xiiof Clause 14.6 (HMRC DT Treaty Passport scheme confirmation); or (b) notified the Parent of its scheme reference number and its jurisdiction of tax residence pursuant to paragraph (l) above, the U.K. Borrower no Obligor shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans Commitment or its participation in any LoanUtilisation. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Borrower 14.2.1 Each Obligor 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. (ii) 14.2.2 The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iii) 14.2.3 If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) 14.2.4 A payment shall not be increased under clause (iii) Clause 14.2.3 above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifSouth Africa, if on the date on which the payment falls due: (A) The 14.2.4.1 the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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) 14.2.4.2 the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) Clause 14.1.1.3.2 of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) and the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made Declaration to the Lender without any U.K. Tax Deduction if Borrower by the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that the payment was an “excepted payment” due date for the purpose of section 930 of the ITArelevant interest payment; or (D) 14.2.4.3 the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower 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 (vii) Clause 14.2.7 below. (v) 14.2.5 If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 14.2.6 Within thirty 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower 14.2.7 A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (iA) The U.K. 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. (iiB) The U.K. Borrower shall, shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. Borrower. (iiiC) If a Tax Deduction is required by law to be made by the U.K. Borrower, the amount of the payment due from the U.K. Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivD) A payment shall not be increased under clause (iiiClause 12.2(C) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (A1) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (B2) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii1)(b) of the definition of U.K. Qualifying Lender, Lender and: (1a) an officer of H.M. 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 U.K. Borrower a certified copy of that Direction;; and (2b) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (C3) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii1)(b) of the definition of U.K. Qualifying Lender and: (1a) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Borrower; and (2b) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (D4) the relevant Lender is a U.K. Treaty Lender and the U.K. 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 clause (viiClause 12.2(G) below. (v) If the U.K. Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower makes a payment to which a U.K. Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower shall co‑operate in completing any procedural formalities necessary for the U.K. Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower shall Each Obligor must make all payments to be made by it under any Loan Document the Finance Documents without any Tax Deduction Deduction, unless a Tax Deduction is required by law. (b) If: (i) a Lender is not, or ceases to be, a Qualifying Lender; or (ii) The U.K. Borrower shall, promptly upon becoming an Obligor or a Lender (in respect of a payment payable to that Lender) is aware that it an Obligor must make a Tax Deduction (or that there is any a change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly), a Lender shall it must promptly notify the Administrative Facility Agent. The Facility Agent 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 must then promptly notify the U.K. Borroweraffected Parties. (iiic) If Except as provided below, if a Tax Deduction is required by law to be made by an Obligor or the U.K. BorrowerFacility Agent, the amount of the payment due from the U.K. Borrower shall Obligor will be increased to an amount which (after making any the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A payment shall not be increased under clause paragraph (iiic) above by reason of a Tax Deduction on account of Taxes Tax imposed by the UK or the United Kingdom ifStates of America, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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; (Bii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender, UK Lender and: (1A) an officer of H.M. Revenue & Customs HMRC 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 U.K. Borrower Obligor making the payment or from the Parent a certified copy of that Direction;; and (2B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. Borrower 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 paragraph (viig) below; or (iv) with respect to a payment made by or on behalf of a US Borrower, the relevant Lender would have been subject to such Tax on such payment on the date of the Agreement. (ve) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it shall that Obligor must make that the minimum Tax Deduction and must make any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law and within the time allowed by law. (vif) Within thirty 30 days of making either a Tax Deduction or any a payment required in connection with that a Tax Deduction, the U.K. Borrower shall Obligor making that Tax Deduction or payment must deliver to the Administrative Facility Agent for the benefit of the Lender relevant Finance Party entitled to the that payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable) any the appropriate payment has been paid to the relevant taxing authority. (viii) Subject to Section 2.31(b)(viiiparagraph (ii) below, where the U.K. Borrower a Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viiiii) Nothing in Section 2.31(b)(viiparagraph (i) above shall require a U.K. Treaty Lender to: (A) register under the HMRC DT Treaty Passport scheme; (B) apply the HMRC DT Treaty Passport scheme to any advance Loan 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 scheme to apply to this Agreement in accordance with Section 2.31(b)(xi) or Section 2.31(b)(xiiparagraph (h) below or paragraph (a) of Clause 12.8 (HMRC DT Treaty Passport scheme confirmation) and the U.K. Borrower Obligor making that payment has not complied with its obligations under Section 2.31(xiiiparagraph (i) belowbelow or paragraph (b) of Clause 12.8 (HMRC DT Treaty Passport scheme confirmation). (ixh) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party 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 Facility Agent and without liability to the U.K. Borrowerany Obligor) by including its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreementin Schedule 1 (The Original Parties). (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiiii) Where a Lender notifies Terex as includes the indication described in Section 2.31(b)(xiparagraph (h) or Section 2.31(b)(xiiabove in Schedule 1 (The Original Parties): (i) above, the U.K. each Original Borrower shall make file a duly completed form DTTP2 in respect of such Lender with HMRC 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 shall file a duly completed form DTTP2 Filingin respect of such Lender with HMRC within 30 days of becoming an Additional Borrower and shall promptly provide the Lender with a copy of that filing. (xivj) 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 Section 2.31(b)(xiparagraph (h) above or Section 2.31(b)(xiiparagraph (a) aboveof Clause 12.8 (HMRC DT Treaty Passport scheme confirmation), the U.K. Borrower no Obligor shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans Commitment(s) or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Each English Borrower shall make all payments to be made by it under any Loan Document without any U.K. Tax Deduction unless a U.K. Tax Deduction is required by law. (ii) The U.K. Each English Borrower shall, promptly upon becoming aware that it must make a U.K. Tax Deduction (or that there is any change in the rate or the basis of a U.K. Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. relevant English Borrower. (iii) If a U.K. Tax Deduction is required by law to be made by the U.K. an English Borrower, the amount of the payment due from the U.K. that English Borrower shall be increased to an amount which (after making any U.K. Tax Deduction) leaves an amount equal to the payment which would have been due if no U.K. Tax Deduction had been required. (iv) A payment by an English Borrower shall not be increased under clause (iii) above by reason of a U.K. Tax Deduction on account of Taxes imposed on interest by the United Kingdom U.K. if, on the date on which the payment falls due: (A) The the payment could have been made to the relevant Lender without a U.K. Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 law, regulation or U.K. Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender, and: (1) an officer of H.M. Revenue & Customs HMRC has given (and not revoked) a direction (a “Direction”) under section 931 of the U.K. ITA which relates to the payment and that Lender Xxxxxx has received from the U.K. English Borrower making the payment a certified copy of that Direction;; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the English Borrower; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the English Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. English Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the U.K. ITA; or (D) the relevant Lender is a U.K. Treaty Lender and the U.K. English Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the U.K. Tax Deduction had that Lender complied with its obligations under clause Section 3.2(b)(vii) or Section 3.2(b)(viii) (vii) belowas applicable). (v) If the U.K. an English Borrower is required to make a U.K. Tax Deduction, it that English Borrower shall make that U.K. Tax Deduction and any payment required in connection with that U.K. Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty (30) days of making either a U.K. Tax Deduction or any payment required in connection with that U.K. Tax Deduction, the English Borrower making that U.K. Borrower Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the U.K. ITA or other evidence reasonably satisfactory to that Lender that the U.K. Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) (A) Subject to Section 2.31(b)(viii) below3.2(b)(vii)(B), where the a U.K. Treaty Lender and an English Borrower which makes a payment to which a that U.K. Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. that English Borrower to obtain authorization to make that payment without a U.K. Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi1) A U.K. Treaty Lender which becomes a party to this Agreement on the day on which this Agreement is entered into Closing Date 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 the U.K. any English Borrower) by including confirming its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreement.at Schedule I; and (xii1) A a U.K. Treaty Lender which is becomes a New Lender party to this Agreement after the Closing Date that holds a passport under the HMRC DT Treaty Passport Schemescheme, 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 the U.K. any English Borrower) by including confirming its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance documentation which it executes on becoming a party to this AgreementAgreement as a Lender, and having done so, that Lender shall be under no obligation pursuant to Section 3.2(b)(vii)(A). (xiiiviii) Where If a Lender notifies Terex as described has confirmed its scheme reference number and jurisdiction of tax residence in accordance with Section 2.31(b)(xi3.2(b)(vii)(B) or Section 2.31(b)(xiiand: (A) abovean English Borrower making a payment to that Lender has not made an English Borrower DTTP Filing in respect of that Lender, or (B) an English Borrower making a payment to that Lender has made an English Borrower DTTP Filing in respect of that Lender but: (1) that English Borrower DTTP Filing has been rejected by HMRC; or (2) HMRC has not given that English Borrower authority to make payments to that Lender without a U.K. Tax Deduction within 60 days of the date of the English Borrower DTTP Filing, and in each case, the U.K. English Borrower has notified that Lender in writing, that Lender and the English Borrower shall co-operate in completing any additional procedural formalities necessary for the English Xxxxxxxx to obtain authorization to make that payment without a Borrower DTTP2 FilingU.K. Tax Deduction. (xivix) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above3.2(b)(vii)(B), the U.K. an English Borrower shall not make an English Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans advance or its participation in any Loanadvance unless the Lender otherwise agrees. (xvx) If An English Borrower shall, promptly on making an English Borrower DTTP Filing, deliver a Lender assigns or transfers any copy of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a English Borrower DTTP Filing in respect of that U.K. Treaty to the Administrative Agent for delivery to the relevant Lender. (xi) A U.K. Non-Bank Lender shall promptly notify the relevant English Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation.

Tax gross-up. (ia) The U.K. Borrower Each Obligor 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. (iib) The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A payment shall not be increased under clause (iii17.2(c) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom iffrom a payment of interest on a Loan, or an amount treated as interest on a loan for Tax purposes, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 Treaty, or any published practice or published concession of any relevant taxing authority; or; (Bii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender, Lender and: (1A) an officer of H.M. HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the that payment and that Lender has received from the U.K. Borrower Obligor making the payment or from the Company a certified copy of that Direction;; and (2B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or; (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender and: (1A) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Company; and (2B) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Company, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or; (Div) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower 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 (vii) below.17.2(g); or (v) 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 not granted a sub-participation to a person who, if that person had been a Lender, would not be a Qualifying Lender with regard to that payment but on that date that subparticipant is, if that person had been a Lender, not a Qualifying Lender (or, has ceased to be a Qualifying Lender) other than as a result of any change after the date it became a sub-participant in (or in the official interpretation, administration or application of) any law or treaty, or any published practice or published concession of any relevant taxing authority. For the avoidance of doubt there shall be no obligation on a Finance Party to disclose any sub-participation to any Obligor. (e) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vif) Within thirty 28 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viii) Subject to Section 2.31(b)(viiiclause 17.2(g)(ii) below, where the U.K. Borrower a Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viiiii) Nothing in Section 2.31(b)(viiclause 17.2(g)(i) above shall require a U.K. Treaty Lender to: (A) register under the HMRC DT Treaty Passport scheme; (B) apply the HMRC DT Treaty Passport scheme to any advance Loan 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 scheme to apply to this Agreement in accordance with Section 2.31(b)(xi) or Section 2.31(b)(xiiclause 17.2(i) below or clause 17.7(a), and the U.K. Borrower Obligor making that payment has not complied with its obligations under Section 2.31(xiiiclause 17.2(j) belowor clause 17.7(b). (ixh) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank UK Non-Bank Lender shall promptly notify the U.K. Borrower Company and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xii) A U.K. Treaty Lender which becomes a party 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 the U.K. Borrowerany Obligor) by including its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreementin part 3 - (The Original Lenders) of schedule 1. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiiij) Where a Lender notifies Terex as includes the indication described in Section 2.31(b)(xiclause 17.2(i) or Section 2.31(b)(xiiabove in part 3 - (The Original Lenders) aboveof schedule 1: (i) each Original Borrower shall, to the U.K. extent that that Lender is a Lender under the Facility made available to that Original Borrower pursuant to clause 2.1 (The Facilities), 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 make promptly provide the Lender with a copy of that filing; and (ii) each Additional Borrower shall, to the extent that that Lender is a Lender under the Facility made available to that Additional Borrower pursuant to clause 2.1 (The Facilities), file a duly completed form DTTP2 Filingin 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. (xivk) 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 Section 2.31(b)(xiclause 17.2(i) above or Section 2.31(b)(xii) aboveclause 17.7(a), the U.K. Borrower no Obligor shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans Commitments or its participation in any Loan. (xvl) If A payment shall not be increased under clause 17.2(c) by reason of a Lender assigns or transfers any Tax Deduction on account of its rights or obligations under Tax imposed by the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make United States from a payment of a Loan (i) pursuant to FATCA or (ii) attributable to the transferee or failure by a Finance Party to deliver the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of applicable US tax residence forms in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lenderclause 17.9.

Tax gross-up. (i) The U.K. Each English Borrower shall make all payments to be made by it under any Loan Document without any U.K. Tax Deduction unless a U.K. Tax Deduction is required by law. (ii) The U.K. Each English Borrower shall, promptly upon becoming aware that it must make a U.K. Tax Deduction (or that there is any change in the rate or the basis of a U.K. Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. relevant English Borrower. (iii) If a U.K. Tax Deduction is required by law to be made by the U.K. an English Borrower, the amount of the payment due from the U.K. that English Borrower shall be increased to an amount which (after making any U.K. Tax Deduction) leaves an amount equal to the payment which would have been due if no U.K. Tax Deduction had been required. (iv) A payment by an English Borrower shall not be increased under clause (iii) above by reason of a U.K. Tax Deduction on account of Taxes imposed on interest by the United Kingdom U.K. if, on the date on which the payment falls due: (A) The the payment could have been made to the relevant Lender without a U.K. Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 law, regulation or U.K. Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender, and: (1) an officer of H.M. Revenue & Customs HMRC has given (and not revoked) a direction (a “Direction”) under section 931 of the U.K. ITA which relates to the payment and that Lender has received from the U.K. English Borrower making the payment a certified copy of that Direction;; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the English Borrower; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the English Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. English Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the U.K. ITA; or (D) the relevant Lender is a U.K. Treaty Lender and the U.K. English Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the U.K. Tax Deduction had that Lender complied with its obligations under clause Section 3.2(b)(vii) or Section 3.2(b)(viii) (vii) belowas applicable). (v) If the U.K. an English Borrower is required to make a U.K. Tax Deduction, it that English Borrower shall make that U.K. Tax Deduction and any payment required in connection with that U.K. Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty (30) days of making either a U.K. Tax Deduction or any payment required in connection with that U.K. Tax Deduction, the English Borrower making that U.K. Borrower Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the U.K. ITA or other evidence reasonably satisfactory to that Lender that the U.K. Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) (A) Subject to Section 2.31(b)(viii) below3.2(b)(vii)(B), where the a U.K. Treaty Lender and an English Borrower which makes a payment to which a that U.K. Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. that English Borrower to obtain authorization to make that payment without a U.K. Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Borrower 12.2.1 Each Obligor shall make all payments to be made by it under any Loan Document the Agreement without any Tax Deduction Deduction, unless a Tax Deduction is required by law. (ii) 12.2.2 The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iii) If 12.2.3 Except as provided below in paragraphs 12.2.4 and 12.2.7, if a Tax Deduction for or on account of any Tax is required by law to be made by an Obligor or the U.K. BorrowerAgent, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any such Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A 12.2.4 An Obligor is not required to make an increased payment shall not be increased to a Lender under clause (iii) paragraph 12.2.3 above by reason of for a Tax Deduction on account in respect of Taxes tax imposed by the Republic of Italy or, as the case may be, United Kingdom ifStates of America from any payment under this Agreement, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, Lender other than (a) as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application ofapplication) of any law or Treaty law, treaty, or any published practice or published concession of any relevant taxing authority; or (b) as a result of the action or omission to act by an Obligor including but not limited to the failure to deliver any relevant tax certificates; or (Bii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. Borrower 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 (vii) paragraph 12.2.8 below. (v) 12.2.5 If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 12.2.6 Within thirty 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject 12.2.7 If a Tax Deduction is required by law to Section 2.31(b)(viii) belowbe made by an Obligor or the Agent and such Tax Deduction results from a transfer by a Lender of its interest in a Facility or arises on account of Tax under legislation in force on the date of this Agreement and the Lender did not comply with its obligations to complete any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction, where the U.K. Borrower an Obligor shall not be obligated to pay any additional amounts in respect of any such Tax Deduction pursuant to paragraph 12.2.3. 12.2.8 A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. Treaty 12.2.9 Each 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 confirms to the effect Borrower that at the date hereof or, if later, the date it becomes a Lender hereunder, it is a Qualifying Lender and hereby agrees that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower Obligors and the Administrative relevant Agent if there is at any change in the position time from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would hereof it ceases to be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Qualifying Lender.

Tax gross-up. (i) The U.K. Each UK Relevant Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (ii) The U.K. A UK Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. UK Relevant Borrower. (iii) If Subject to Section 16.2(b)(iv), if a Tax Deduction is required by law to be made by the U.K. a UK Relevant Borrower, the amount of the payment due from the U.K. that UK Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A payment shall not be increased under clause (iiiSection 16.2(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 the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. UK Relevant Borrower making the payment a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the UK Relevant Borrower; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the UK Relevant Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. UK 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 U.K. Treaty Lender and the U.K. UK 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 (viiSection 16.2(f) below. (v) If the U.K. a UK Relevant Borrower is required to make a Tax Deduction, it that UK Relevant Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. UK Relevant Borrower making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. A Treaty Lender and each UK Relevant Borrower which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. that UK Relevant Borrower to obtain authorization to make that payment without a Tax Deduction and, until such time as the UK Relevant Borrower has obtained authorization (including under the HMRC DT Treaty Passport scheme) to make payments without any Tax Deduction, the UK Relevant Borrower will continue to comply with its obligations under the remaining provisions of this Section 16.2(b) (provided that the Treaty Lender shall use its reasonable endeavours to complete and submit as soon as practicable all forms, claims and procedural formalities as are required to be completed and submitted by that Treaty Lender to prevent any such Tax Deduction being made). (viii) Nothing in Section 2.31(b)(vii16.2(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi16.2(b)(xi) or Section 2.31(b)(xii16.2(f)(i) below (HMRC DT Treaty Passport scheme confirmation) and the U.K. UK Relevant Borrower making that payment has not complied with its obligations under Section 2.31(xiii16.2(b)(xii) belowor Section 16.2(f)(ii) (HMRC DT Treaty Passport scheme confirmation). (ix) A U.K. Non‑Bank UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. UK Borrower by entering into this Agreement. (x) A U.K. Non‑Bank UK Non-Bank Lender shall promptly notify the U.K. UK Relevant Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. any UK Relevant Borrower) by including notifying the Parent of its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreementresidence. (xii) A U.K. Treaty Where a Lender which is notifies the Parent as described in Section 16.2(b)(xi) above each UK Relevant Borrower shall file a New duly completed form DTTP2 in respect of such Lender 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 with HM Revenue & Customs within 30 days of the Administrative Agent date of this Agreement and without liability to shall promptly provide the U.K. Borrower) by including its scheme reference number and its jurisdiction Lender with a copy of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreementthat filing. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi16.2(b)(xi) above or Section 2.31(b)(xii16.2(f)(i) above(HMRC DT Treaty Passport scheme confirmation), the U.K. no UK Relevant Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lenderlender’s Loans advance or its participation in any Loanadvance. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (iA) The U.K. Each Relevant 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. (iiB) The U.K. A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) ), notify the Administrative Agent accordinglyaccordingly in writing. Similarly, a Lender shall promptly notify the Administrative Agent in writing on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerRelevant Borrower in writing. (iiiC) If a Tax Deduction is required by law to be made by the U.K. a Relevant Borrower, the amount of the payment due from the U.K. that Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivD) A payment shall not be increased under clause paragraph (iiiC) above by reason of a Tax Deduction on account of Taxes imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (AI) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender (assuming that any necessary formalities have been completed), but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (BII) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(iiA)(II) of the definition of U.K. Qualifying Lender, Lender and: (1) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section Section 931 of the ITA which relates to the payment and that Lender has received from the U.K. Relevant Borrower making the payment a certified copy of that Direction;; and 3775032.13 (2) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (CIII) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(iiA)(II) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Relevant Borrower; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Relevant Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Relevant Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section Section 930 of the ITA; or (DIV) the relevant Lender is a U.K. Treaty Lender and the U.K. 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 paragraph (viiG) or (H) (as applicable) below. (vE) If the U.K. a Relevant Borrower is required to make a Tax Deduction, it that Relevant Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (viF) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Relevant Borrower making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section Section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viiI) Subject to Section 2.31(b)(viiiparagraph (II) below, where the U.K. a Treaty Lender and each Relevant Borrower which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. that Relevant Borrower to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix1) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party Loan 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 by notifying the Administrative Agent and without liability to the U.K. Borrower) by including of its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement.residence; and (xii2) A U.K. a Treaty Lender which becomes a Lender after the day on which this Agreement is a New Lender entered into that holds a passport under the HMRC DT Treaty Passport Schemescheme, 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance Assumption which it executes on becoming a party executes, 3775032.13 and, having done so, that Lender shall be under no obligation pursuant to this Agreementparagraph (1) above. (xiiiH) Where If a Lender notifies Terex as described has confirmed its scheme reference number and its jurisdiction of tax residence in Section 2.31(b)(xiaccordance with paragraph (G)(II) or Section 2.31(b)(xiiabove and: (I) abovea Relevant Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or (II) a Relevant 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; or (2) HM Revenue & Customs has not given the Relevant 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 U.K. Relevant Borrower has notified that Lender in writing, that Lender and the Relevant Borrower shall co-operate in completing any additional procedural formalities necessary for that Relevant Borrower to obtain authorisation to make that payment without a Borrower DTTP2 FilingTax Deduction. (xivI) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport confirmed its scheme to apply to this Agreement reference number and jurisdiction of tax residence in accordance with Section 2.31(b)(xi) or Section 2.31(b)(xiiparagraph (G)(II) above, the U.K. no Relevant Borrower shall not make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans Commitment(s) or its participation in any LoanLoan unless the Lender otherwise agrees. (xvJ) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignmentA Relevant Borrower shall, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made promptly on making a Borrower DTTP Filing in respect Filing, deliver a copy of that U.K. Treaty Borrower DTTP Filing to the Agent for delivery to the relevant Lender. (K) A U.K. Non-Bank Lender which becomes a Loan Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Administrative Agent by entering into this Agreement. (L) A U.K. Non-Bank Lender shall promptly notify the Administrative Agent if there is any change in the position from that set out in the Tax Confirmation.

Tax gross-up. (ia) The U.K. Borrower shall Company must make all payments to be made by it under any Loan Document the Finance Documents without any Tax Deduction Deduction, unless a Tax Deduction is required by law. (b) If: (i) a Lender is not, or ceases to be, a U.K. Lender; or (ii) The U.K. Borrower shall, promptly upon becoming the Company or a Lender is aware that it the Company must make a Tax Deduction (or that there is any a change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly), a Lender shall it must promptly notify the Administrative Facility Agent. The Facility Agent 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 must then promptly notify the U.K. Borroweraffected Parties. (iiic) If Except as provided below, if a Tax Deduction is required by law to be made by the U.K. BorrowerCompany or the Facility Agent, the amount of the payment due from the U.K. Borrower shall Company will be increased to an amount which (after making any the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A Except as provided below, the Company is not required to make an increased payment shall not be increased under clause paragraph (iiic) above by reason to a Lender that is not, or has ceased to be, a U.K. Lender in excess of the amount that the Company would have had to pay had the Lender been, or not ceased to be, a Tax Deduction on account of Taxes imposed by the United Kingdom if, on the date on which the payment falls due:U.K. Lender. (Ae) The payment could have been made to the relevant Lender without a Tax Deduction Paragraph (d) above will not apply if the Lender had been a U.K. Qualifying Lender but on that date the relevant Lender is not or has ceased to be a U.K. Qualifying Lender, other than as a result Lender 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 double taxation agreement or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 clause (vii) below. (vf) Where a Lender fails to give notice under paragraph (b) above within 60 days after it obtains knowledge (or, after reasonable due enquiry, ought to have obtained knowledge) of such event, then such Lender shall, with respect to any claim made by it under this Clause 13.2 (Tax gross-up), only be entitled to claim an increased payment for the period from and after the date that is 60 days prior to the date on which the Lender does give notice. (g) If the U.K. Borrower Company is required to make a Tax Deduction, it shall must make that the minimum Tax Deduction and must make any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vih) Within thirty 30 days of making either a Tax Deduction or any a payment required in connection with that a Tax Deduction, the U.K. Borrower shall Company must deliver to the Administrative Facility Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other relevant Finance Party evidence reasonably satisfactory to that Lender Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable) any the appropriate payment has been paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower makes a payment to which a U.K. Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower shall co‑operate in completing any procedural formalities necessary for the U.K. Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Borrower Each UK Tax Obligor shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (ii) The U.K. Borrower A UK Tax Obligor shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerBorrower Agent. (iii) If a Tax Deduction is required by law to be made by the U.K. Borrowera UK Tax Obligor, the amount of the payment due from the U.K. Borrower that UK Tax Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A payment by a UK Tax Obligor shall not be increased under clause (iii) above by reason of a Tax Deduction on account of Taxes imposed on interest by the United Kingdom if, on the date on which the payment falls due: (A1) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (B2) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender, and: (1) 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 U.K. Borrower UK Tax Obligor making the payment a certified copy of that Direction;; and (2) B. the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (C3) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) A. the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the UK Tax Obligor; and (2) B. the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the UK Tax Obligor, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower UK Tax Obligor to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (D4) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower UK Tax 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 (vii) below. (v) If the U.K. Borrower a UK Tax Obligor is required to make a Tax Deduction, it that UK Tax Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower UK Tax Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii1) Subject to Section 2.31(b)(viiiclause (vii)(2) below, where the U.K. Borrower a Treaty Lender and each UK Tax Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that UK Tax Obligor to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A. A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party to this Agreement 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 the U.K. Borrowerany UK Tax Obligor) by including confirming its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreement.at Schedule 1.1; and (xii) A U.K. B. a Treaty Lender which becomes a party to this Agreement after the day on which this Agreement is a New Lender entered into that holds a passport under the HMRC DT Treaty Passport Schemescheme, 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 the U.K. Borrowerany UK Tax Obligor) by including confirming its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance documentation which it executes on becoming a party to this AgreementAgreement as a Lender, and having done so, that Lender shall be under no obligation pursuant to clause (vii)(1) above. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xivviii) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph Section 5.12(b)(vii)(2) above and: (b)(xi1) or (b)(xii) of Section 2.31(b) if the U.K. a UK Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.; or (2) 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 H.M. Revenue & Customs; or

Tax gross-up. (i) The U.K. Borrower 2.1 Each Relevant Obligor 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. (ii) 2.2 The U.K. Borrower shall, Company shall promptly upon becoming aware that it a Relevant Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender or Issuing Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender or Issuing Lender. If the Administrative Agent receives such notification from a Lender, Lender or Issuing Lender it shall promptly notify the U.K. BorrowerCompany and that Relevant Obligor. (iii) 2.3 If a Tax Deduction is required by law to be made by the U.K. Borrowera Relevant Obligor, the amount of the payment due from the U.K. Borrower that Relevant Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A 2.4 Any payment to a Lender shall not be increased under clause (iii) paragraph 2.3 above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (Aa) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (Bb) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender, Lender and: (1i) 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 Xxxxxx has received from the U.K. Borrower Relevant Obligor making the payment or from the Company a certified copy of that Direction;; and (2ii) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (Cc) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender and: (1i) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Company; and (2ii) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Company, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower Company to have formed a reasonable belief that the payment was an “"excepted payment” " for the purpose of section 930 of the ITA; or (Dd) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower Relevant 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 (vii) paragraph 2.7 below. (v) 2.5 If the U.K. Borrower a Relevant Obligor is required to make a Tax Deduction, it that Relevant Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 2.6 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Relevant Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viia) Subject to Section 2.31(b)(viiiparagraph (b) below, where the U.K. Borrower a Treaty Lender and each Relevant Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Relevant Obligor to obtain authorization to make that payment without a Tax Deduction. (viiib) Nothing in Section 2.31(b)(viiparagraph (a) above shall require a U.K. Treaty Lender to: (Ai) register under the HMRC DT Treaty Passport scheme; (Bii) apply the HMRC DT Treaty Passport scheme to any advance of its obligations under this Agreement if it has so registered; or (Ciii) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport Scheme scheme to apply to this Agreement in accordance with Section 2.31(b)(xiClause 2.7(c) or Section 2.31(b)(xii) below and the U.K. Borrower Relevant Obligor making that payment has not complied with its obligations under Section 2.31(xiii) belowthis Schedule in relation to the HMRC DT Treaty Passport scheme. (ixc) A U.K. Non‑Bank Each Lender which becomes that is a party Treaty Lender on the day on Closing Date and which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 confirm that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below are those set opposite its name on its signature page in Schedule 1.1B and having done so such Lender shall be under no obligation pursuant to paragraph (a) above and the Relevant Obligor 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., (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xivd) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xic) or above; and: (b)(xiii) of Section 2.31(b) if the U.K. a Borrower making a payment to that Xxxxxx has not made filed a Borrower DTTP Filing duly completed form DTTP2 with HMRC in respect of that U.K. Lender; or (ii) a Borrower making a payment to that Xxxxxx has filed a duly completed form DTTP2 with HMRC in respect of that Lender but: (A) that DTTP2 has been rejected by HM Revenue & Customs; or (B) HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date on which the Borrower filed the form DTTP2, and in each case the Relevant Obligor has notified that Lender in writing, that Lender and Relevant Obligor shall co-operate in completing any additional procedural formalities necessary for that Relevant Obligor to obtain authorization to make that payment without a Tax Deduction. (e) If a Lender has not confirmed its HMRC DT Treaty Passport scheme reference number and jurisdiction of tax residence in accordance with paragraph (c) above, no Relevant Obligor shall file a form DTTP2 with HMRC 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. (f) A Relevant Obligor shall, promptly on filing a Form DTTP2 in respect of a Lender, deliver a copy of that form DTTP2 to the Administrative Agent for delivery to the relevant Lender.

Tax gross-up. (ia) The U.K. Borrower Each Loan Party shall make all payments to be made by it under any Loan Document without any Tax Deduction or FATCA Deduction, unless a Tax Deduction or FATCA Deduction is required by law. (iib) The U.K. Borrower shall, shall promptly upon becoming aware that it a Loan Party must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerBorrower and the relevant Loan Party. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borrowera Loan Party, the amount of the payment due from the U.K. Borrower that Loan Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A payment by a Loan Party shall not be increased under clause (iiiSection 2(c) of this Exhibit C 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: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (Bii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender, Lender and: : (1A) an officer of H.M. 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 U.K. Loan Party making the payment or from the Borrower a certified copy of that Direction; ; and (2B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender and: : (1A) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Borrower; and and (2B) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower relevant Loan Party to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (Div) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower Loan 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 clause Sections 2(g) and (viih) below. (v) If the U.K. Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or this Exhibit C (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower makes a payment to which a U.K. Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower shall co‑operate in completing any procedural formalities necessary for the U.K. Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. 12.2.1 Each Borrower shall (and the Borrowers shall procure that each other Obligor will) 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, subject as follows. (ii) 12.2.2 The U.K. Borrower shall, Borrowers shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent Lender accordingly. Similarly, a the Lender shall promptly notify the Administrative Agent that Obligor on becoming so aware in respect of a payment payable to that the Lender. If the Administrative Agent receives such notification from a Lender, it shall promptly notify the U.K. Borrower. (iii) 12.2.3 If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) 12.2.4 A payment shall not be increased under clause (iii) above Clause 12.2.3 by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (Aa) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (Bb) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(iib) of the definition of U.K. Qualifying Lender, Lender and: (1i) 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 the Lender has received from the U.K. Borrower Obligor making the payment a certified copy of that Direction;; and (2ii) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (Cc) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(iib) of the definition of U.K. "Qualifying Lender Lender" and: (1i) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Borrowers; and (2ii) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Borrowers, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower Borrowers to have formed a reasonable belief that the payment was an “"excepted payment” " for the purpose of section 930 of the ITA; or (Dd) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that the Lender complied with its obligations under clause Clause 12.2.7 or Clause 12.2.7 (vii) belowas applicable). (v) 12.2.5 If the U.K. Borrower an Obligor is required to make a Tax Deduction, it the Borrowers shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 12.2.6 Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Borrowers shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.; (vii) 12.2.7 Subject to Section 2.31(b)(viii) below12.2.7(b), where if the U.K. Lender is a Treaty Lender, the Lender and each Borrower shall co-operate (and each Borrower shall procure that each other Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate) in completing any procedural formalities necessary for the U.K. that Borrower (or other Obligor) to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Borrower 19.2.1 Each Obligor 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. (ii) 19.2.2 The U.K. Borrower shall, Parent Company shall promptly upon becoming aware that it must an Obligor is required by law to make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Facility Agent accordingly. 19.2.3 Each Lender as at the date of this Agreement and as at the Effective Time confirms that it is a Qualifying Lender. Similarly, This confirmation is given as at the date of this Agreement and as at the Effective Time. 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 which confirmed that it was a Qualifying Lender undertakes to notify the Facility Agent and the Parent Company promptly upon becoming aware of it ceasing to be a Qualifying Lender (other than as a result of any change after it became a Lender shall promptly notify under this Agreement in (or in the Administrative Agent on becoming so aware in respect interpretation, administration or application of) any law or Treaty, or any published practice or concession of a payment payable to that Lenderany relevant Tax authority). If the Administrative Facility Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerParent Company and the relevant Obligor. (iii) 19.2.4 If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A 19.2.5 An Obligor is not required to make an increased payment shall not be increased to a Lender under sub-clause (iii) 19.2.4 above by reason of for a Tax Deduction on account in respect of Taxes Tax imposed by the United Kingdom Kingdom, Ireland or the United States from a payment of interest on a Loan if, on the date on which the payment falls due: (Aa) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender (other than a Treaty Lender), but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 Treaty, or any published practice or published concession of any relevant taxing Tax authority; or (Bb) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. Borrower 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 obligations, if any, under sub-clause (vii) 19.2.8 below. (v) 19.2.6 If the U.K. Borrower an Obligor is required by law to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 19.2.7 Within thirty days of making either a Tax Deduction or any payment to the relevant Tax authority required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Facility Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower 19.2.8 A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing as soon as reasonably practicable any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower Each Obligor 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. (iib) The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A An Obligor is not required to make an increased payment shall not be increased to a Lender under clause paragraph (iiic) above by reason of for a Tax Deduction on account in respect of Taxes tax imposed by the United Kingdom iffrom a payment of interest on a Loan, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 Treaty, or any published practice or published concession of any relevant taxing authority; or (BA) the relevant Lender is a U.K. Qualifying UK Non-Bank Lender, or would have been a UK Non-Bank Lender solely by virtue were it not for 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 clause any relevant taxing authority; and (a)(iiB) the Board of the definition of U.K. Qualifying Lender, and: (1) an officer of H.M. Inland Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 349C of the ITA Taxes Act (as that provision has effect on the date on which the relevant Lender became a party to this Agreement) which relates to the that payment and that Obligor has notified that UK Non-Bank Lender has received from of the U.K. Borrower a certified copy precise terms of that Direction; (2) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been madenotice; or (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. Borrower 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 paragraph (viig) below. (ve) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vif) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viig) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in promptly completing any procedural formalities (including completing and submitting appropriate documents to the applicable taxation authorities) necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ixh) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank UK Non-Bank Lender shall promptly notify the U.K. Borrower Company and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xii) A U.K. Treaty Each Lender which severally warrants to the Company that it is a Qualifying Lender on the date it becomes a party on the day on which Party to this Agreement. If at any time after this Agreement is entered into any Lender becomes aware that holds it is not or will not or will cease to be a passport under Qualifying Lender, it shall promptly notify 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this AgreementCompany. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Borrower 12.2.1 Each Obligor shall make all payments under the Finance Documents to be made by it under any Loan Document without any Tax Deduction Deduction, unless a Tax Deduction is required by law. (ii) 12.2.2 The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Facility Agent accordingly. Similarly, a Lender Bank shall promptly notify the Administrative Facility Agent on becoming so aware in respect of a payment payable to that LenderBank. If the Administrative Facility Agent receives such notification from a Lender, Bank it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iii) 12.2.3 If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) 12.2.4 A payment shall not be increased under clause paragraph 12.2.3 above: (iiiA) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifFrance, if on the date on which the payment falls due: (A1) The the payment could have been made to the relevant Lender Bank without a Tax Deduction if the Lender Bank had been a U.K. French Qualifying Lender Bank with respect to such payment, but on that date the relevant Lender that Bank is not or has ceased to be a U.K. French Qualifying Lender, Bank with respect to such payment other than as a result of any change after the date it became a Lender Bank under this Agreement 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 taxing authority; or (2) the relevant Bank is a French Treaty Bank with respect to such payment and the Obligor making the payment is able to demonstrate that the payment could have been made to the Bank without the Tax Deduction had that Bank complied with its obligations under paragraph 12.2.7(A) below; (B) 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: (1) the payment could have been made to the relevant Bank without a Tax Deduction if the Bank had been a UK Qualifying Bank, but on that date that Bank is not or has ceased to be a UK Qualifying Bank other than as a result of any change after the date it became a Bank under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or (B2) the relevant Lender Bank is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of UK Treaty Bank and the definition of U.K. 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 Obligor making the payment and that Lender has received from the U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. Borrower is able to demonstrate that the payment could have been made to the Lender Bank without the Tax Deduction had that Lender Bank complied with its obligations under clause paragraph 12.2.7 or 12.2.8 (viias applicable) below, provided that the exclusion for changes after the date a Bank became a Bank under this Agreement in paragraph (A)(1) above shall not apply in respect of any Tax Deduction on account of Tax imposed by France on a payment made to a Bank 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 Bank in a financial institution situated in a Non-Cooperative Jurisdiction. (v) 12.2.5 If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 12.2.6 Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Facility Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA United Kingdom Income Tax Act 2007 or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viiA) Subject to Section 2.31(b)(viiiparagraph (B) below, where the U.K. Borrower a Treaty Bank and each Obligor which makes a payment to which a U.K. that Treaty Lender Bank is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in promptly completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii1) Nothing in Section 2.31(b)(vii) above shall require a U.K. UK 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 Bank which is an indication to the effect that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with Section 2.31(b)(xi) or Section 2.31(b)(xii) below Original Bank and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreement.in Part B (The Original Banks and Commitments) of Schedule 1 (Original Parties); and (xii2) A U.K. a UK Treaty Lender Bank which is a New Lender not an Original Bank and that holds a passport under the HMRC DT Treaty Passport Schemescheme, 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance Transfer Agreement or Increase Confirmation which it executes on becoming a party Party as a Bank, and, having done so, that Bank shall be under no obligation pursuant to this Agreementparagraph (A) above. (xiii) Where a Lender notifies Terex as 12.2.8 Each Bank that includes the confirmation described in Section 2.31(b)(xiparagraph (B)(1) above in Part B (The Original Banks and Commitments) of Schedule 1 (Original Parties) or Section 2.31(b)(xiithe confirmation described in paragraph (B)(2) aboveabove in the relevant Transfer Agreement or Increase Confirmation thereby notifies Holdco that, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) If a Lender has not included an indication to the effect extent that it wishes that Bank is a Bank under a Facility made available to Holdco and the HMRC DT Treaty Passport scheme is to apply to this Agreement in accordance with Section 2.31(b)(xirespect of that Bank’s Commitment(s) or Section 2.31(b)(xii) aboveits participation in any Loan to Holdco, the U.K. Holdco must file a Borrower shall not file any form relating to DTTP Filing in respect of that Bank if the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loanis so to apply. (xv) 12.2.9 If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that Bank has included a confirmation of confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph 12.2.7(B) above and: (b)(xiA) or (b)(xii) of Section 2.31(b) if the U.K. Borrower Holdco has not made a Borrower DTTP Filing in respect of that U.K. Bank; or (B) Holdco has made a Borrower DTTP Filing in respect of that Bank but: (1) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given Holdco authority to make payments to that Bank without a Tax Deduction within sixty (60) days of the date of the Borrower DTTP Filing; or (3) HM Revenue & Customs has given Holdco authority to make payments to that Bank without a Tax Deduction but such authority has subsequently been revoked or expired, and in each case, Xxxxxx has notified that Bank in writing, that Bank and Holdco shall co-operate in completing any additional procedural formalities necessary for Holdco to obtain authorisation to make that payment without a Tax Deduction. 12.2.10 If a Bank has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph 12.2.7(B) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty LenderPassport scheme in respect of that Bank's Commitment(s) or its participation in any Loan unless the Bank otherwise agrees. 12.2.11 Holdco shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Facility Agent for delivery to the relevant Bank.

Tax gross-up. (i) The U.K. Borrower shall make all 12.2.1 Any payments to be made by it under or in connection with any Loan Finance Document shall be made without any Tax Deduction Deduction, unless a Tax Deduction is required by law. (ii) 12.2.2 The U.K. Borrower shall, shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. Borrower. (iii) 12.2.3 If a Tax Deduction is required by law to be made by the U.K. Borrower, the amount of the payment due from the U.K. Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A 12.2.4 The Borrower is not required to make an increased payment shall not be increased to a Lender under clause (iii) Clause 12.2.3 above by reason of for a Tax Deduction on account in respect of Taxes tax imposed by the jurisdiction of the source of the interest (excluding, however, Tax Deductions imposed by the United Kingdom ifStates) from a payment of interest on the Loan, if on the date on which the payment falls due: (A) The 12.2.4.1 the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 Treaty, or any published practice or published concession of any relevant taxing authorityauthority which is applicable to the Borrower; or (B) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 clause (vii) below. (v) If the U.K. Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower makes a payment to which a U.K. Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower shall co‑operate in completing any procedural formalities necessary for the U.K. Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Borrower 13.2.1 Each Obligor 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. (ii) 13.2.2 The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iii) 13.2.3 If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) 13.2.4 A payment shall not be increased under clause (iii) above Clause 13.2.3 by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifSource Jurisdiction, if on the date on which the payment falls due: (A) The 13.2.4.1 the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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) 13.2.4.2 the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender, Lender and: (1a) 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 U.K. Borrower Obligor making the payment or from the Company a certified copy of that Direction;; and (2b) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (C) 13.2.4.3 the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender and: (1a) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Company; and (2b) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Company, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (D) 13.2.4.4 the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower 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 (vii) belowClause 13.2.7 or 13.2.8. (v) 13.2.5 If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 13.2.6 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower 13.2.7.1 A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ixa) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreement.in Part II of Schedule 1 (The Original Parties); and (xiib) A U.K. Treaty New Lender which or an Increase Lender that is a New Treaty Lender that holds a passport under the HMRC DT Treaty Passport Schemescheme, and which wishes that scheme to apply to this the Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment and Acceptance Agreement or Increase Confirmation which it executes on becoming a party executes, and, having done so, that Lender shall be under no obligation pursuant to this AgreementClause 13.2.7.1. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 13.2.8 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Clause 13.2.7.2 and: 13.2.8.1 a Borrower making payment to that Lender has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.; or

Tax gross-up. (ia) The U.K. Borrower Each Obligor 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.. Back to Contents (iib) The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on upon becoming so aware in respect of that it is not, or has ceased to be, a payment payable to that Qualifying Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borrower, an Obligor the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A An Obligor is not required to make an increased payment shall not be increased to a Lender under clause paragraph (iiic) above by reason of for a Tax Deduction on account in respect of Taxes imposed by the United Kingdom ifincome tax from a payment of interest on a Loan, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 Treaty, or any published practice or published concession of any relevant taxing authority; or (Bii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. Borrower 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 paragraph (viig) below. (ve) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vif) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viig) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower Each Obligor 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. (iib) The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A An Obligor is not required to make an increased payment shall not be increased to a Lender under clause (iii14.2(c) above by reason of for a Tax Deduction on account in respect of Taxes tax imposed by the United Kingdom iffrom a payment of interest on a Loan, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, Lender other than as a result of any change after the date it became a Lender under this Agreement agreement in (or in the interpretation, administration, or application of) any law or Treaty Treaty, or any published practice or published concession of any relevant taxing authority; or (Bii) (A) the relevant Lender is a U.K. Qualifying Lender solely by virtue of under clause (a)(ii14.1(a)(i)(B) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 clause (vii) below. (v) If the U.K. Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower makes a payment to which a U.K. Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower shall co‑operate in completing any procedural formalities necessary for the U.K. Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower Each Obligor 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. (iib) The U.K. Borrower shall, relevant Obligor or a Lender shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, in reasonable detail of the event by reason of which such Obligor must make a Tax Deduction provided that nothing in this Clause 15.2 shall require such Lender shall promptly notify to disclose any confidential information relating to the Administrative Agent on becoming so aware in respect organisation of a payment payable to that Lenderits affairs. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerParent and that Obligor. (iiic) If a Tax Deduction is required by law to be made by an Obligor in one of the U.K. Borrowercircumstances set out in paragraph (d) below, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A payment shall not be increased under clause The circumstances referred to in paragraph (iiic) above by reason of are where a Tax Deduction on account of Taxes imposed by person entitled to the United Kingdom if, on the date on which the payment falls duepayment: (Ai) The payment could have been made to is the relevant Lender without Agent (on its own behalf); or (ii) is a Tax Deduction if the Lender had been a U.K. Qualifying Lender but on that date the relevant Lender is not or has ceased to be a U.K. Qualifying Lender, other than unless such Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the Tax Deduction is required to be made as a result of the failure of such Lender to comply with paragraph (g) below of this Clause 15.2; or (iii) would have been a Qualifying Lender but for any change after the date it became a Lender under of this Agreement in (or in the general interpretation, administration, or application of) any law or Treaty double taxation agreement or treaty or any published practice or published concession of any relevant taxing authority; or . For the avoidance of doubt, no Obligor shall be obliged to make any payment under this Clause 15.2 (BTax gross-up) the relevant to a Lender which is not a Qualifying Lender save when such Lender is not or ceases to be a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; extent referred to in paragraph (2d)(iii) 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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 clause (vii) belowabove. (ve) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vif) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) that any appropriate payment has been paid to the relevant taxing authority. (viig) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate promptly in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower Parent and each Obligor 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. (iib) The U.K. Borrower shall, Company shall promptly upon becoming aware that it the Parent or an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and the Parent or that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. BorrowerParent or an Obligor, the amount of the payment due from the U.K. Borrower Parent or that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A The Parent or an Obligor is not required to make an increased payment shall not be increased to a Lender under clause paragraph (iiic) above by reason of for a Tax Deduction on account in respect of Taxes tax imposed by the United Kingdom iffrom a payment of interest on a Loan, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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, administration or application of) any law or Treaty Treaty, or any published practice or published concession of any relevant taxing authority; or (BA) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause under sub-paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender, and:; (1B) an officer the Board of H.M. the Inland Revenue & Customs has given (and not revoked) a direction (a “Direction”"DIRECTION") under section 931 349C of the ITA Taxes Act (as that provision has effect on the date on which the relevant Lender became a Party) which relates to the that payment and that Lender has received from the U.K. Borrower Parent, that Obligor or the Company a certified copy of that Direction;; and (2C) the payment could have been made to the Lender without any Tax Deduction if in the absence of that Direction had not been madeDirection; or (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause under sub-paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender and: and it has not, other than by reason of any change after the date of this Agreement in (1or in the interpretation, administration or application of) the any law or any published practice or concession of any relevant Lender has not taxing authority, given a U.K. Tax Confirmation; and (2) the payment could have been made Confirmation to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITACompany; or (Div) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower Parent or 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 paragraph (viig) below. (ve) If the U.K. Borrower Parent or an Obligor is required to make a Tax Deduction, it the Parent or that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vif) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Parent or the Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viig) Subject to Section 2.31(b)(viii) below, where A Treaty Lender and the U.K. Borrower Parent or each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower Parent or that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ixh) A U.K. Non‑Bank UK Non-Bank Lender which becomes a party Party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower Company by entering into this Agreement. (xi) A U.K. Non‑Bank UK Non-Bank Lender shall promptly notify the U.K. Borrower Company and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower Each Obligor 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. (iib) The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender or Issuing Bank shall promptly notify the Administrative Agent 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, Lender or Issuing Bank it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iiic) If a Tax Deduction is required by law to be made by an Obligor or the U.K. BorrowerAgent, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A Borrower is not required to make an increased payment shall not be increased to a Lender under clause paragraph (iiic) above by reason of for a Tax Deduction on account in respect of Taxes tax imposed by Belgium, Luxembourg or the United Kingdom ifStates from a payment of interest on a Loan, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 Treaty, or any published practice or published concession of any relevant taxing authority; or; (Bii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. Borrower 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 paragraph (viig) below; or (iii) such Tax Deduction is required in respect of the Luxembourg law(s) implementing the EU Savings Directive (Council Directive 2003/48/EC) and several agreements entered into between Luxembourg and some EU dependent and associated territories or the Luxembourg law of 23 December 2005, in each case, unless the requirement to make an increased payment to a Lender under paragraph (c) above occurs as a consequence of Bidco being treated as being resident for tax purposes in both Luxembourg and the U.S. as a result of it changing its jurisdiction of incorporation in accordance with Clause 26.19 (Jurisdiction of Bidco). (ve) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vif) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viig) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower A Qualifying Lender and each Obligor which makes a payment to which a U.K. Treaty that Qualifying Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation or to be allowed under the applicable law to make that payment without a Tax Deduction to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Borrower shall (and shall procure that each other Security Party 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., subject as follows: (iia) The U.K. the Borrower shall, shall promptly upon becoming aware that it or any other Security Party must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. Borrower.Borrower and any such other Security Party; (iiib) If if a Tax Deduction is required by law to be made by the U.K. BorrowerBorrower or any other Security Party, the amount of the payment due from the U.K. Borrower or that other Security Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.; (ivc) A a payment shall not be increased under clause (iiiClause 12.2(b) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (Bii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(iib) of the definition of U.K. Qualifying Lender, Lender and: (1A) 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 Xxxxxx has received from the U.K. Borrower or from the other Security Party making the payment a certified copy of that Direction;; and (2B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(iib) of the definition of U.K. Qualifying Lender and: (1A) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Borrower; and (2B) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (Div) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower or the other Security Party making the payment is able to demonstrate that the payment could have been made to the that Lender without the Tax Deduction had that Lender complied with its obligations under clause Clause 12.2(f) or Clause 12.2(g) (vii) below.as applicable); (vd) If if the U.K. Borrower or any other Security Party is required to make a Tax Deduction, it the Borrower shall (and shall procure that such other Security Party shall) make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.; (vie) Within thirty within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower shall (and shall procure that such other Security Party shall) deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.; (viii) Subject to Section 2.31(b)(viii) below(ii), where a Treaty Lender and the U.K. Borrower shall co-operate (and the Borrower shall procure that each other Security Party which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate) in completing any procedural formalities necessary for the U.K. Borrower or that other Security Party to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreement.in Part A of Schedule 1 (The Original Lenders); and (xiiB) A U.K. Treaty a New Lender which that is a New Treaty Lender that holds a passport under the HMRC DT Treaty Passport Schemescheme, 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment and Acceptance Agreement which it executes on becoming a party executes, and, having done so, that Lender shall be under no obligation pursuant to this Agreement(i). (xiiig) Where If a Lender notifies Terex as described has confirmed its scheme reference number and its jurisdiction of tax residence in Section 2.31(b)(xiaccordance with Clause 12.2(f)(ii) or Section 2.31(b)(xiiand: (i) abovethe Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or (ii) the Borrower making a payment to that Xxxxxx 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 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 U.K. 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 Borrower DTTP2 FilingTax Deduction. (xivh) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport confirmed its scheme to apply to this Agreement reference number and jurisdiction of tax residence in accordance with Section 2.31(b)(xi) or Section 2.31(b)(xii) aboveClause 12.2(f)(ii), the U.K. Borrower shall not make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that LenderXxxxxx’s Loans Commitment(s) or its participation in any Loanthe Loan unless the Lender otherwise agrees. (xvi) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignmentThe Borrower shall, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made promptly on making a Borrower DTTP Filing in respect Filing, deliver a copy of that U.K. Treaty Borrower DTTP Filing to the Agent for delivery to the relevant Lender. (j) 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 Borrower by entering into this Agreement. (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.

Tax gross-up. (iA) The U.K. 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. (iiB) The U.K. Borrower shall, shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. Borrower. (iiiC) If a Tax Deduction is required by law to be made by the U.K. Borrower, the amount of the payment due from the U.K. Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivD) A payment shall not be increased under clause (iiiClause 12.2(C) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (A1) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (B2) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii1)(b) of the definition of U.K. Qualifying Lender, Lender and: (1a) an officer of H.M. 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 Lxxxxx has received from the U.K. Borrower a certified copy of that Direction;; and (2b) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (C3) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii1)(b) of the definition of U.K. Qualifying Lender and: (1a) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Borrower; and (2b) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (D4) the relevant Lender is a U.K. Treaty Lender and the U.K. 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 clause (viiClause 12.2(G) below. (vE) If the U.K. Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (viF) Within thirty 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii1) Subject to Section 2.31(b)(viiiClause 12.2(G)(2) and Clause 12.2(G)(3) below, where a Treaty Lender and the U.K. Borrower which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower to obtain authorization authorisation to make that payment without a Tax Deduction. (viii2) Nothing in Section 2.31(b)(viiClause 12.2(G)(1) above shall require a U.K. Treaty Lender to: (Aa) register under the HMRC DT Treaty Passport scheme;; or (Bb) apply the HMRC DT Treaty Passport scheme to any advance 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ixa) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreement.in Schedule 1 (The Original Lenders); and (xiib) A U.K. a New Lender or an Increase Lender that is a Treaty Lender which is a New Lender that holds a passport under the HMRC DT Treaty Passport Schemescheme, 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance documentation which it executes on becoming a party Party as a Lender, and, having done so, that Lender shall automatically be deemed to this Agreementhave discharged all its obligations and responsibilities pursuant to Clause ‎‎12.2(G)(1) above. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xivH) If a Lender has not included an indication confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Clause 12.2(G)(3) above: (1) such confirmation shall constitute notification by such Lender to the effect Borrower that it 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 12.2(I)(2) below; and (2) the Borrower shall file a duly completed Form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of, as applicable, (i) the date of this Agreement or (ii) the date on which that Treaty Lender becomes a Party as a Lender in the case of a New Lender or an Increase Lender. (I) If a Lender has confirmed its scheme reference number and jurisdiction of tax residence in accordance with Section 2.31(b)(xiClause 12.2(G)(3) or Section 2.31(b)(xiiabove and the Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but: (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not issued to the Borrower a direction pursuant to Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations (SI 1970/488) that interest under the Facilities can be paid without a Tax Deduction pursuant to the relevant Treaty within 30 Business Days of the date of the Borrower DTTP Filing, and in each case, the Borrower has notified that Lxxxxx in writing, then that Lxxxxx 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. (J) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with Clause 12.2(G)(3) above, the U.K. Borrower shall not make the Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that LenderLxxxxx’s Loans Commitment or its participation in any LoanLoan unless the Lender otherwise agrees in writing. (xvK) If The Borrower shall, promptly on making the Borrower DTTP Filing, deliver a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course copy of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty to the Agent for delivery to the relevant Lender. (L) 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.

Tax gross-up. (ia) The U.K. Borrower Each Obligor shall make all payments to be made by it under to any Loan Document Finance Party hereunder without any Tax Deduction Deduction, unless a Tax Deduction such Obligor is required by lawlaw to make such payment subject to a Tax Deduction. (iib) The U.K. Borrower shall, relevant Obligor shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A An Obligor is not required to make an increased payment shall not be increased to a Lender under clause paragraph (iiic) above by reason of for a Tax Deduction on account in respect of Taxes tax imposed by the United Kingdom iffrom a payment of interest on a Loan, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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, administration or application of) any law or Treaty Treaty, or any published practice or published concession of any relevant taxing authority; or (BA) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause under sub-paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender, and:; (1B) an officer the Board of H.M. HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 349C of the ITA Taxes Act (as that provision has effect on the date on which the relevant Lender became a Party) which relates to the that payment and that Lender has received from that Obligor or the U.K. Borrower Company a certified copy of that Direction;; and (2C) the payment could have been made to the Lender without any Tax Deduction if in the absence of that Direction had not been madeDirection; or (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause under sub-paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender and: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 the Company; or (1iv) the relevant Lender has not given is a U.K. Tax Confirmation; and (2) Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the relevant Lender without any U.K. the Tax Deduction had that Lender complied with its obligations under paragraphs (h)(i) and (h)(iii) (but not, for the avoidance of doubt, (h)(ii)) below. (e) An 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 States from a payment hereunder, if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that date on which the payment was an “excepted payment” for falls due the purpose of section 930 of Obligor making the ITA; or (D) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower 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 paragraph (viih)(ii) or (h)(iii) below. (vf) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vig) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viiiii) Nothing In the event the Company is required to make any payment hereunder, each Lender that is legally entitled to do so shall promptly deliver to the Company and the Agent (in Section 2.31(b)(viisuch number of copies as shall be requested by the recipient) above shall require a U.K. Treaty Lender tofrom time to time upon the request of the Obligor or the Agent, whichever of the following is applicable: (A) register under duly completed copies of Internal Revenue Service Form W-8BEN (or successor form) claiming eligibility for benefits of an income tax treaty to which the HMRC DT Treaty Passport schemeUnited States is a party; (B) apply duly completed copies of Internal Revenue Service Form W-8ECI (or successor form); (C) in the HMRC DT Treaty Passport scheme case of a Lender that is able to any advance if it has so registeredclaim the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 per cent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN (or successor form); or (CD) file Treaty forms if it has included an indication any other form or successor form prescribed by applicable law as a basis for claiming exemption from United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the effect that it wishes Company to determine the HMRC DT Treaty Passport Scheme withholding or deduction required to apply to this Agreement in accordance with Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) belowbe made. (ixiii) Without limiting the obligations of the Lenders set forth above regarding delivery of certain forms and documents to establish each Lender’s status for U.S. withholding tax purposes, at the reasonable request of the relevant Obligor, the Lender shall use reasonable endeavours to (i) complete and provide to that Obligor all forms, documentation or certifications, as the case may be, identified by that Obligor and required to establish the legal entitlement of the Lender to receive that payment without a Tax Deduction, or if the Lender is not entitled to receive such payment without a Tax Deduction but is entitled to receive that payment subject to a Tax Deduction at a reduced rate, such forms that are required to establish the legal entitlement of the Lender to receive such payments subject to a Tax Deduction at that reduced rate and (ii) provide to that Obligor, on its reasonable request, further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certificate previously provided by it to the Obligor. (i) A U.K. Non‑Bank UK Non-Bank Lender which becomes a party Party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower Company by entering into this Agreement. (xj) A U.K. Non‑Bank UK Non-Bank Lender shall promptly notify the U.K. Borrower Company and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Each Relevant Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (ii) The U.K. A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. Relevant Borrower. (iii) If a Tax Deduction is required by law to be made by the U.K. a Relevant Borrower, the amount of the payment due from the U.K. that Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) 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 the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. 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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Relevant Borrower; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Relevant Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 the U.K. a Relevant Borrower is required to make a Tax Deduction, it that Relevant Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Relevant Borrower making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. A Treaty Lender and each Relevant Borrower which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(viiclause (b)(vii) above shall require a U.K. 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 Section 2.31(b)(xiclause (b)(xi) or Section 2.31(b)(xiiclause (f)(i) below (HMRC DT Treaty Passport scheme confirmation) and the U.K. Relevant Borrower making that payment has not complied with its obligations under Section 2.31(xiiiclause (b)(xii) belowor clause (f)(ii) (HMRC DT Treaty Passport scheme confirmation). (ix) A U.K. Non‑Bank UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. UK Borrower by entering into this Agreement. (x) A U.K. Non‑Bank UK Non-Bank Lender shall promptly notify the U.K. Relevant Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. any Relevant Borrower) by including notifying the UK Borrower of its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreementresidence. (xii) A U.K. Treaty Where a Lender which is notifies the UK Borrower as described in clause (b)(xi) above each Relevant Borrower shall file a New duly completed form DTTP2 in respect of such Lender 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 with HM Revenue & Customs within 30 days of the Administrative Agent date of this Agreement and without liability to shall promptly provide the U.K. Borrower) by including its scheme reference number and its jurisdiction Lender with a copy of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreementthat filing. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xiclause (b)(xi) above or Section 2.31(b)(xiiclause (f)(i) above(HMRC DT Treaty Passport scheme confirmation), the U.K. no Relevant Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans advance or its participation in any Loanadvance. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower Each Obligor 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. (iib) The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A An Obligor is not required to make an increased payment shall not be increased to a Lender under clause paragraph (iiic) above by reason of for a Tax Deduction on account in respect of Taxes tax imposed by the United Kingdom iffrom a payment of interest on a Loan, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 Treaty, or any published practice or published concession of any relevant taxing authority; or (BA) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause under sub-paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender, and:; (1B) an officer the Board of H.M. the Inland Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 Section 349C of the ITA Taxes Act (as that provision has effect on the date on which the relevant Lender became a Party) which relates to the that payment and that Lender has received from that Obligor or the U.K. Borrower Company a certified copy of that Direction;; and (2C) the payment could have been made to the Lender without any Tax Deduction if in the absence of that Direction had not been madeDirection; or (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause under sub-paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender and: and it has not, other than by reason of any change after the date of this Agreement in (1or in the interpretation, administration or application of) the any law, or any published practice or concession of any relevant Lender has not taxing authority, given a U.K. Tax Confirmation; and (2) the payment could have been made Confirmation to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITACompany; or (Div) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower 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 paragraph (viig) below. (ve) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vif) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viig) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in promptly completing any procedural formalities (including completing and submitting appropriate documents to the applicable taxation authorities) necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ixh) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank UK Non-Bank Lender shall promptly notify the U.K. Borrower Company and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xii) A U.K. Treaty Each Lender which severally warrants to the Company that it is a Qualifying Lender on the date it becomes a party on the day on which Party to this Agreement. If at any time after this Agreement is entered into any Lender becomes aware that holds it is not or will not or will cease to be a passport under Qualifying Lender, it shall promptly notify 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this AgreementCompany. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (iA) The U.K. Borrower Each Loan Party shall make all payments to be made by it under in respect of any UK Loan Document without any Tax Deduction Deduction, unless a Tax Deduction is required by law. (iiB) The U.K. UK Borrower shall, shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative UK Agent accordingly. Similarly, a UK Lender shall promptly notify the Administrative UK Agent on becoming so aware in respect of a payment payable to that UK Lender. If the Administrative UK Agent receives such notification from a Lender, UK Lender it shall promptly notify the U.K. UK Borrower. (iiiC) If a Tax Deduction is required by law to be made by the U.K. Borrowera Loan Party or any Agent in respect of any UK Loan, the amount of the payment due from the U.K. Borrower that Loan Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivD) A payment shall not be increased under clause paragraph (iiiC) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (AI) The the payment could have been made to the relevant UK Lender without a Tax Deduction if the UK Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that UK Lender is not or has ceased to be a U.K. Qualifying Lender, Lender other than as a result of any change after the date it became a UK Lender under this Credit 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 (BII) the relevant UK Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender, 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 U.K. Borrower Loan Party making the payment a certified copy of that Direction;; and (2) . the payment could have been made to the UK Lender without any Tax Deduction if that Direction had not been made; or (CIII) the relevant UK Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(iii)(B) of the definition of U.K. Qualifying Lender and: (1) . the relevant UK Lender has not given a U.K. Tax ConfirmationConfirmation to the UK Borrower; and (2) . the payment could have been made to the UK Lender without any U.K. Tax Deduction if the UK Lender had given a U.K. Tax ConfirmationConfirmation to the UK Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (DIV) the relevant UK Lender is a U.K. Treaty Lender and the U.K. UK Borrower is able to demonstrate that the payment could have been made to the UK Lender without the Tax Deduction had that UK Lender complied with its obligations under clause paragraph (viiG) or (H) (as applicable) below. (vE) If the U.K. Borrower a Loan Party is required to make a Tax DeductionDeduction in respect of any UK Loan, it that Loan Party shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (viF) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Loan Party making that Tax Deduction shall deliver to the Administrative UK Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viiI) Subject to Section 2.31(b)(viiiparagraph (II) below, where the U.K. Borrower a Treaty Lender and each Loan Party which makes a payment in respect of any UK Loan to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for that Loan Party to obtain authorization to make that payment without a Tax Deduction. 1. A Treaty Lender which becomes a Lender in respect of a UK Loan on or before the U.K. Restatement Effective Date that holds a passport under the H.M. Revenue & Customs DT Treaty Passport scheme, and which wishes that scheme to apply to this Credit Agreement, hereby confirms its scheme reference number and its jurisdiction of tax residence opposite its name on Schedule 6.12(g); and 2. a Lender that is an assignee under an Assignment and Assumption and that is a Treaty Lender that holds a passport under the H.M. Revenue & Customs DT Treaty Passport scheme, and which wishes that scheme to apply to this Credit Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in such Assignment and Assumption, 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 UK Borrower making a payment to that UK Lender has not made a Borrower DTTP Filing in respect of that Lender; or (II) the UK Borrower making a payment to that UK Lender has made a Borrower DTTP Filing in respect of that Lender but: 1. that Borrower DTTP Filing has been rejected by H.M. Revenue & Customs; or 2. 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 Loan Party to obtain authorization to make that payment without a Tax Deduction. (viiiI) Nothing If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in Section 2.31(b)(viiaccordance with paragraph (G)(II) above above, no Loan Party shall require make a U.K. Treaty Lender to: (A) register under Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme; (B) apply the HMRC H.M. Revenue & Customs 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 in respect of that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with Section 2.31(b)(xiLender’s Commitment(s) or Section 2.31(b)(xii) below and its participation in any UK Loan unless the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) belowLender otherwise agrees. (ixJ) The UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that filing to the UK Agent for delivery to the relevant Lender. (K) A U.K. Non‑Bank UK Non-Bank Lender which becomes a party Lender in respect of a UK Loan on or before the day on which this Agreement is entered into Restatement Effective Date gives a U.K. Tax Confirmation to the U.K. Borrower relevant Loan Party by entering into this Credit Agreement. (xL) A U.K. Non‑Bank UK Non-Bank Lender shall promptly notify the U.K. UK Borrower and the Administrative UK Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Borrower 13.2.1 Each Obligor 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. (ii) 13.2.2 The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Facilities Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Facilities Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Facilities Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iii) 13.2.3 If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) 13.2.4 A payment shall not be required to be increased under Sub-clause (iii) 13.2.3 above by reason of a Tax Deduction on account of Taxes Tax imposed by France or the United Kingdom if, States if on the date on which the payment falls due: (Aa) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender for that payment, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, Lender for that payment 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 double taxation agreement, or any published practice or published concession of any relevant taxing authority; or (Bb) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. Borrower 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 Sub-clause (vii13.2.7 below, provided that the exclusion for changes after the date a Lender became a Lender under this Agreement in paragraph 13.2.4(a) belowabove shall not apply in respect of any Tax Deduction on account of Tax imposed by France on a payment made to a Lender by a Borrower incorporated in France 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 Lender in a financial institution situated in a Non-Cooperative Jurisdiction. (v) 13.2.5 If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 13.2.6 Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Facilities Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower 13.2.7 A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower Each Obligor 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. (iib) The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Facility Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Facility Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A payment shall not be increased under clause paragraph (iiic) above by reason of a Tax Deduction on account of Taxes of: (i) Tax imposed by the United Kingdom if, jurisdiction of incorporation of the relevant Borrower if on the date on which the payment falls due: (A) The , the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 Treaty, or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (2ii) Tax imposed by the jurisdiction of incorporation of the relevant Borrower if on the date on which the payment could have been made to falls due, the Lender without any Tax Deduction if that Direction had not been made; or (C) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) Obligor making the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 clause paragraph (viig) or (h) below; or (iii) any Tax imposed under FATCA and any future regulations or guidance thereunder, except to the extent, and subject to a Lender's obligation to mitigate under Clause 20.1, any Tax is imposed under future regulations or guidance under FATCA and such future regulations or guidance when compared with interpretation of FATCA in published guidance of the IRS as of the date of this Agreement materially impair the ability of the Lender to (x) comply with the information reporting obligations in FATCA or (y) provide documentation to obtain an exemption from a Tax Deduction under FATCA. (ve) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vif) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Facility Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viig) Subject to Section 2.31(b)(viii) below, where Each Lender agrees that it shall co-operate with the U.K. Borrower makes a payment to which a U.K. Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower shall co‑operate relevant Obligor in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that a payment without a Tax Deduction (or with a reduced Tax Deduction), including any documents required to be delivered to an Obligor under FATCA and any future regulations or guidance thereunder to the extent necessary for a payment to be made to the relevant Lender without a Tax Deduction (or with a reduced Tax Deduction) for withholding under FATCA. (viiih) Nothing in Section 2.31(b)(vii) above shall require a U.K. A Treaty Lender to: (A) register which holds a passport under the HMRC DT Treaty Passport scheme; (B) apply the United Kingdom 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 and enters into this Agreement in accordance with Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. respect of a Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change incorporated in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 schemeUnited Kingdom, and which wishes that scheme to apply to this Agreement, shall include an indication to confirm that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) intention by including its scheme reference number and its jurisdiction of tax residence in Part III of Schedule 1 hereto or, where relevant, the Transfer Certificate or Assignment and Acceptance Certificate which it executes on becoming (for the benefit of the Agent and without liability to any Obligor). If such Lender gives the confirmation described above then the relevant Borrower shall file a party to duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of entering into this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower Transfer Certificate or the Assignment Certificate (as the case may be) and shall make promptly provide such Lender with a Borrower DTTP2 Filing. (xiv) copy of that filing. If a Lender has not included an indication to the effect confirmed that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with Section 2.31(b)(xi) or Section 2.31(b)(xii) above, as per above then the U.K. relevant Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans 's Loan. A Treaty Lender which has given the confirmation described above undertakes that it will take all reasonable steps to renew the passport prior to expiry of the passport, including applying to HM Revenue & Customs for renewal of the passport not less that four months before the expiry date. For the avoidance of doubt, nothing in this Clause 17.2(h) or its participation in any Loan. (xvClause 17.2(g) If above shall require a Treaty Lender assigns or transfers any of its rights or obligations to: register under the Loan Documents and as a result of circumstances existing at HMRC DT Treaty Passport scheme; apply the date HMRC DT Treaty Passport scheme to any loan if it has so registered; or file any forms relating to any double taxation agreement with the assignment, transfer occurs, United Kingdom if it has confirmed that it wishes the U.K. Borrower would be obliged HMRC DT Treaty Passport scheme to make a payment apply to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence this Agreement in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. above and the relevant Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lendercomplied with its obligations under this Clause 17.2(h).

Tax gross-up. (i) The U.K. Borrower 13.2.1 Each Obligor 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. (ii) 13.2.2 The U.K. Borrower shall, Parent or a Lender or the Working Capital Bank shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender or the Working Capital Bank it shall promptly notify the U.K. BorrowerParent and that Obligor. (iii) 13.2.3 If a Tax Deduction is required by law to be made by an Obligor in one of the U.K. Borrowercircumstances set out in Clause 13.2.4, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A payment shall not be increased under clause (iii) above by reason of 13.2.4 The circumstances referred to in Clause 13.2.3 are where a Tax Deduction on account of Taxes imposed by person entitled to the United Kingdom if, on the date on which the payment falls duepayment: (Aa) The is the Agent or the Arranger (on its own behalf); or (b) is a Qualifying Lender, unless that Qualifying Lender is a Treaty Lender and the Obligor making the payment could have been made is able to demonstrate the relevant Lender without a Tax Deduction if is required to be made as a result of the Lender had been a U.K. failure of that Qualifying Lender but on that date the relevant Lender to comply with Clause 13.2.7; or (c) is not or has ceased to be a U.K. Qualifying Lender, other than as a result of Lender to the extent that this altered status results from any change after the date it became a Lender under of this Agreement in (or in the interpretation, administration, or application of) any law or Treaty double taxation agreement or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 clause (vii) below. (v) 13.2.5 If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 13.2.6 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower 13.2.7 A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower Each Obligor 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. (iib) The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A payment shall not be increased under clause (iii12.2(c) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (Bii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender, Lender and: (1A) an officer of H.M. 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 Xxxxxx has received from the U.K. Borrower Obligor making the payment or from the Company a certified copy of that Direction;; and (2B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender and: (1A) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Company; and (2B) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Company, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower Company to have formed a reasonable belief that the payment was an “"excepted payment” " for the purpose of section 930 of the ITA; or (Div) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower 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 12.2(g) or 12.2(h) (vii) belowas applicable). (ve) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vif) Within thirty 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viii) Subject to Section 2.31(b)(viii) belowclause 12.2(g)(ii), where the U.K. Borrower a Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party on the day on which this Agreement is entered into 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance documentation which it executes on becoming a party Party as a Lender and, having done so, that Lender shall be under no obligation pursuant to this Agreementclause 12.2(g)(i). (xiiih) Where If a Lender notifies Terex as described has confirmed its scheme reference number and its jurisdiction of tax residence in Section 2.31(b)(xiaccordance with clause 12.2(g)(ii) and: (i) the Company making a payment to that Xxxxxx has not made a Borrower DTTP Filing in respect of that Lender; or (ii) the Company making a payment to that Xxxxxx has made a Borrower DTTP Filing in respect of that Lender but: (A) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; (B) HM Revenue & Customs has not given the Company authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing; or (C) HM Revenue & Customs has given the Company authority to make payments to that Lender without a Tax Deduction but such authority has subsequently been revoked or Section 2.31(b)(xii) aboveexpired, and in each case, the U.K. Borrower Company has notified that Lender in writing, that Lender and the Company shall co-operate in completing any additional procedural formalities necessary for the Company to obtain authorisation to make that payment without a Borrower DTTP2 FilingTax Deduction. (xivi) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport confirmed its scheme to apply to this Agreement reference number and jurisdiction of tax residence in accordance with Section 2.31(b)(xi) clause 12.2(g)(ii), no Obligor shall make a Borrower DTTP Filing or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans Xxxxxx's Commitment(s) or its participation in any LoanLoan unless the Lender otherwise agrees. (xvj) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignmentThe Company shall, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made promptly on making a Borrower DTTP Filing in respect Filing, deliver a copy of that U.K. Treaty Borrower DTTP Filing to the Agent for delivery to the relevant Lender. (k) A UK Non-Bank Lender which is an Original Lender gives a Tax Confirmation to the Company by entering into this Agreement. (l) 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.

Tax gross-up. (i) The U.K. Each Relevant Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (ii) The U.K. A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. Relevant Borrower. (iii) If a Tax Deduction is required by law to be made by the U.K. a Relevant Borrower, the amount of the payment due from the U.K. that Relevant Borrower to a Lender shall be increased to an amount which (after making any Tax Deduction) leaves an amount is equal to the payment which would have been due to such Lender if no Tax Deduction had been required. (iv) 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 the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 by any taxing authority of) any law or Treaty treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 Xxxxxx has received from the U.K. 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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Relevant Borrower; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Relevant Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 (viia)(vii) below; or (E) U.K. withholding Taxes imposed on amounts payable to or for the account of a Lender with respect to its interest in a Loan or Commitment pursuant to a law in effect when the Lender acquires such interest (except pursuant to an assignment request by Borrower Agent under Section 13.4) or changes its Lending Office, unless the Taxes were imposed on amounts payable to or for the account of its assignor immediately prior to such assignment or to the Lender immediately prior to its change in Lending Office. (v) If the U.K. a Relevant Borrower is required to make a Tax Deduction, it that Relevant Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Relevant Borrower making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. A Treaty Lender and each Relevant Borrower which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in promptly completing any procedural formalities (including in respect of the HMRC DT Treaty Passport Scheme) necessary for the U.K. that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(viiclause (a)(vii) above shall require a U.K. 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 Section 2.31(b)(xisubsections (a)(xi) or Section 2.31(b)(xii(e)(i) below (HMRC DT Treaty Passport scheme confirmation) and the U.K. Relevant Borrower making that payment has not complied with its obligations under Section 2.31(xiiisubsections (a)(xii) belowor (e)(ii) (HMRC DT Treaty Passport scheme confirmation). (ix) A U.K. Non‑Bank UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower Agent by entering into this Agreement. (x) A U.K. Non‑Bank UK Non-Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. any Relevant Borrower) by including notifying Agent of its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this AgreementTax residence. Agent shall notify each Relevant Borrower of such scheme reference number and jurisdiction of Tax residence. (xii) A U.K. Treaty Where a Lender which is notifies Agent as described in clause (a)(xi) above each Relevant Borrower shall file a New duly completed form DTTP2 in respect of such Lender 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 with HM Revenue & Customs within 30 days of the Administrative Agent date of this Agreement and without liability shall promptly provide the Lender with a copy of that filing. Any Borrower’s failure to file the form DTTP2 with regard to a particular Lender shall not negate any Borrower obligations with regard to the U.K. Borrower) by including its scheme reference number and its jurisdiction of UK tax residence gross up or indemnity provisions contained in the Assignment and Acceptance which it executes on becoming a party to this AgreementSection. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xiclause (a)(xi) above or Section 2.31(b)(xiiclause (e)(i) above(HMRC DT Treaty Passport scheme confirmation), the U.K. no Relevant Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans advance or its participation in any Loanadvance. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower Each Relevant Obligor shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (iib) The U.K. Borrower A Relevant Obligor shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerRelevant Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borrowera Relevant Obligor, the amount of the payment due from the U.K. Borrower that Relevant Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount 102904560_9 equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A payment shall not be increased under clause (iiiSection 5.12.2(c) above by reason of a Tax Deduction on account of Taxes imposed by the United Kingdom U.K. if, on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (Bii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(iii)(B) of the definition of U.K. 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 Xxxxxx has received from the U.K. Borrower Relevant Obligor 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 (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(iii)(B) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Relevant Obligor; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Relevant Obligor, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower Relevant Obligor to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (Div) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower Relevant 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 (viiSection 5.12.2(g) below. (ve) If the U.K. Borrower a Relevant Obligor is required to make a Tax Deduction, it that Relevant Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.. 102904560_9 (vif) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Relevant Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viig) Subject to Section 2.31(b)(viii) below5.12.2(g)(ii), where the U.K. Borrower a Treaty Lender and each Relevant Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co- operate in completing any procedural formalities necessary for the U.K. Borrower that Relevant Obligor to obtain authorization to make that payment without a Tax DeductionDeduction (including, for the avoidance of doubt, that Treaty Lender filing any Treaty forms required to obtain such authorization as soon as reasonably practicable after the reasonable request of the relevant Borrower). (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ixi) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes is a party on Party at the day on which date of this Agreement is entered into and 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence below opposite its name on its in the signature page to pages of this Agreement.; and (xiiii) A U.K. a Treaty Lender which becomes a Party after the day on which this Agreement is a New Lender entered into and that holds a passport under the HMRC DT Treaty Passport Schemescheme, 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance or other documentation which it executes on becoming a party Party as a Lender, and, having done so, that Lender shall be under no obligation pursuant to this AgreementSection 5.12.2(g)(i). (xiiih) Where If a Lender notifies Terex as described has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Section 2.31(b)(xi5.12.2(g)(ii) and: (i) the Relevant Obligor making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or (ii) the Relevant Obligor making a payment to that Xxxxxx has made a Borrower DTTP Filing in respect of that Lender but: (1) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given the Relevant Obligor authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing, or (3) HM Revenue & Customs has given authority for the Relevant Obligor to make payment to that Lender without a Tax Deduction and that authority expires or Section 2.31(b)(xiiis withdrawn by HM Revenue & Customs; or 60 102904560_9 (iii) abovethat Xxxxxx's HMRC DT Treaty Passport scheme passport has expired, and in each case, the U.K. Borrower Relevant Obligor has notified that Lender in writing, that Lender and the Relevant Obligor shall co-operate in completing any additional procedural formalities necessary for that Relevant Obligor to obtain authorisation to make that payment without a Borrower DTTP2 FilingTax Deduction. (xivi) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport confirmed its scheme to apply to this Agreement reference number and jurisdiction of tax residence in accordance with Section 2.31(b)(xi) 5.12.2(g)(ii), no Obligor shall make a Borrower DTTP Filing or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans Xxxxxx's Commitment(s) or its participation in any LoanLoan Document unless the Lender otherwise agrees. (xvj) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignmentThe Relevant Obligor shall, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made promptly on making a Borrower DTTP Filing in respect Filing, deliver a copy of that U.K. Treaty Borrower DTTP Filing to the Agent for delivery to the relevant Lender. (k) A U.K. Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to the U.K. Obligor by entering into this Agreement. (l) A U.K. Non-Bank Lender shall promptly notify the Relevant Obligor and Agent if there is any change in the position from that set out in the Tax Confirmation.

Tax gross-up. (i) The U.K. Borrower 18.2.1 Each Obligor 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. (ii) 18.2.2 The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender or Issuing Bank shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender or Issuing Bank it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iii) 18.2.3 If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A 18.2.4 An Obligor is not required to make an increased payment shall not be increased to a Lender under clause (iii) above by reason of Clause 18.2.3 for a Tax Deduction on account in respect of Taxes tax imposed by the United Kingdom iffrom a payment of interest on a Loan, if on the date on which the payment falls due: (Aa) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been it was a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 Treaty, or any published practice or published concession of any relevant taxing authority; or (Bi) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause under sub-paragraph (a)(iib) of the definition of U.K. Qualifying Lender, and:; (1ii) an officer the Board of H.M. HM Revenue & and Customs has given (and not revoked) a direction (a “Direction”) under section 931 349C of the ITA Taxes Act (as that provision has effect on the date on which the relevant Lender became a Party) which relates to the that payment and that Lender has received from that Obligor or the U.K. Borrower Company a certified copy of that Direction;; and (2iii) the payment could have been made to the Lender without any Tax Deduction if in the absence of that Direction had not been madeDirection; or (Cc) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause under sub-paragraph (a)(iib) of the definition of U.K. Qualifying Lender and: and it has not, other than by reason of any change after the date of this Agreement in (1or in the interpretation, administration, or application of) the any law, or any published practice or concession of any relevant Lender has not taxing authority, given a U.K. Tax Confirmation; and (2) the payment could have been made Confirmation to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITACompany; or (Dd) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower 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 (vii) paragraph 18.2.7 below. (v) 18.2.5 If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) 18.2.6 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower 18.2.7 A Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) 18.2.8 A U.K. Non‑Bank UK Non-Bank Lender which becomes a party Party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower Company by entering into this Agreement. (x) 18.2.9 A U.K. Non‑Bank UK Non-Bank Lender shall promptly notify the U.K. Borrower Company and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (iA) The U.K. Borrower Each Obligor 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. (iiB) The U.K. Borrower shall, shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Senior Agent accordingly. Similarly, a Senior Lender shall promptly notify the Administrative Senior Agent on becoming so aware in respect of a payment payable to that Senior Lender. If the Administrative Senior Agent receives such notification from a Lender, Senior Lender it shall promptly notify the U.K. Borrower and that Obligor (if not the Borrower). (iiiC) If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivD) A payment shall not be increased under clause paragraph (iiiC) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (A1) The the payment could have been made to the relevant Senior Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Senior Lender is not or has ceased to be a U.K. Qualifying Lender, Lender other than as a result of any change after the date it became a Senior 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 (B2) the relevant Senior Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. "Qualifying Lender, " and: (1a) 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 Senior Lender has received from the U.K. Obligor making the payment or from the Borrower a certified copy of that Direction;; and (2b) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (C3) the relevant Senior Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. "Qualifying Lender Lender" and: (1a) the relevant Senior Lender has not given a U.K. Tax ConfirmationConfirmation to the Borrower; and (2b) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that the payment was an “"excepted payment” " for the purpose of section 930 of the ITA; or (D4) the relevant Senior Lender is a U.K. Treaty Lender and the U.K. Borrower Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Senior Lender complied with its obligations under clause paragraph (viiG) or (H) (as applicable) below. (vE) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (viF) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Senior Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii1) Subject to Section 2.31(b)(viiiparagraph (2) below, where the U.K. Borrower a Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix2) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party on Party after the day on which this Agreement is entered into that holds a passport under the HMRC DT H.M. Revenue & Customs Double Taxation 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance documentation which it executes on becoming a party Party as a Senior Lender and, having done so, that Senior Lender shall be under no obligation pursuant to this Agreementparagraph (1) above. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xivH) If a Senior 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xiG)(2) or above and: (b)(xii1) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Senior Lender; or (2) the Borrower has made a Borrower DTTP Filing in respect of that Senior Lender but: (a) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (b) HM Revenue & Customs has not given the Borrower authority to make payments to that Senior Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing, and in each case, the Borrower has notified that Senior Lender in writing, that Senior Lender and the 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. (I) If a Senior Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (G)(2) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the H.M. Revenue & Customs Double Taxation Treaty Passport scheme in respect of that Senior Lender's Commitment(s) or its participation in any Utilisation unless the Senior Lender otherwise agrees. (J) A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Senior Agent for delivery to the relevant Senior Lender. (K) A UK Non-Bank Lender shall promptly notify the Borrower and the Senior Agent if there is any change in the position from that set out in the Tax Confirmation.

Tax gross-up. (ia) The U.K. Borrower Each Obligor shall make all payments to be made by it under any Loan Document the Finance Documents without any Tax Deduction Deduction, unless a Tax Deduction is required by law. (iib) The U.K. Borrower shall, Company shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender Noteholder shall promptly notify the Administrative Agent on |EU-DOCS\34803319.2|| becoming so aware in respect of a payment payable to that LenderNoteholder. If the Administrative Agent receives such notification from a Lender, Noteholder it shall promptly notify the U.K. BorrowerCompany and that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A Subject to paragraph (e) below, a payment shall not be increased under clause paragraph (iiic) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender Noteholder without a Tax Deduction if the Lender Noteholder had been a U.K. Qualifying Lender Noteholder, but on that date the relevant Lender that Noteholder is not or has ceased to be a U.K. Qualifying Lender, Noteholder 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 Change of any relevant taxing authorityLaw; or (Bii) the relevant Lender Noteholder is a U.K. Qualifying Lender Noteholder solely by virtue reason of clause falling within the definition of Qualifying Noteholder in paragraph (a)(ii) of the definition of U.K. Qualifying Lender, Clause 16.1 (Definitions) and: (1A) 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 Noteholder has received from the U.K. Borrower Obligor making the payment or from the Issuer a certified copy of that Direction;; and (2B) the payment could have been made to the Lender Noteholder without any Tax Deduction if that Direction had not been made; or (Ciii) the relevant Lender Noteholder is a U.K. Qualifying Lender Noteholder solely by virtue reason of clause falling within paragraph (a)(ii) of Clause 16.1 (Definitions) of the definition of U.K. Qualifying Lender Noteholder and: (1A) the relevant Lender Noteholder has not given a U.K. Tax ConfirmationConfirmation to the Company; and (2B) the payment could have been made to the Lender Noteholder without any U.K. Tax Deduction if the Lender Noteholder had given a U.K. Tax ConfirmationConfirmation to the Company, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (Div) the relevant Lender Noteholder is a U.K. Treaty Lender Noteholder and the U.K. Borrower Obligor making the payment is able to demonstrate that the payment could have been made to the Lender Noteholder without the Tax Deduction had that Lender Noteholder complied with its obligations under clause paragraph (viih) below. (ve) Notwithstanding paragraph (d) above, a payment shall be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom where such Tax Deduction arises as a result of a Change of Law in relation to section 882 of the ITA. |EU-DOCS\34803319.2|| (f) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vig) Within thirty 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA (if the Tax Deduction is in respect of Tax imposed by the United Kingdom) or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viii) Subject to Section 2.31(b)(viiiparagraph (h)(ii) below, where the U.K. Borrower a Treaty Noteholder and each Obligor which makes a payment to which a U.K. that Treaty Lender Noteholder is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. Treaty Lender to: (A) register under the HMRC DT a 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender Noteholder which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreement.in Part 2 of Schedule 1 (The Original Parties); and (xiiB) A U.K. Treaty Lender which a New Noteholder or an Increase Noteholder that is a New Lender Treaty Noteholder that holds a passport under the HMRC DT Treaty Passport Schemescheme, 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance Transfer Certificate, Additional Noteholder Accession Deed or Increase Confirmation which it executes on becoming a party executes, and, having done so, that Noteholder shall be under no obligation pursuant to this Agreementparagraph (i) above. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xivi) If a Lender Noteholder 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xih)(ii) or above and: (b)(xiii) of Section 2.31(b) if the U.K. Borrower a UK Issuer making a payment to that Noteholder has not made a Borrower an Issuer DTTP Filing in respect of that U.K. Noteholder; or (ii) a UK Issuer making a payment to that Noteholder has made the Issuer DTTP Filing in respect of that Noteholder but: (A) that Issuer DTTP Filing has been rejected by HM Revenue & Customs; or (B) HM Revenue & Customs has not given that UK Issuer authority to make payments to that Noteholder without a Tax Deduction within 60 days of the date of the Issuer DTTP Filing, |EU-DOCS\34803319.2|| (C) HM Revenue & Customs has given the UK Issuer authority to make payments to that Noteholder without a Tax Deduction but such authority has subsequently been revoked or expired, and in each case, the UK Issuer has notified that Noteholder in writing, that Noteholder and the UK Issuer shall co-operate in completing any additional procedural formalities necessary for that UK Issuer to obtain authorisation to make that payment without a Tax Deduction. (j) If a Noteholder has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (h)(ii) above, no Obligor shall make the Issuer DTTP Filing or file any other form relating to the HMRC DT Treaty LenderPassport scheme in respect of that Noteholder’s Commitment(s) or its subscription in any Notes Subscription unless that Noteholder otherwise agrees. (k) A UK Issuer shall, promptly on making the Issuer DTTP Filing, deliver a copy of that Issuer DTTP Filing to the Agent for delivery to the relevant Noteholder. (l) A UK Non-Bank Noteholder shall promptly notify the Company and the Agent if there is any change in the position from that set out in the Tax Confirmation.

Tax gross-up. (i) The U.K. Borrower 12.2.1 Each Obligor 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. (ii) The U.K. Borrower shall, 12.2.2 An Obligor shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Facility Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Facility Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerParent and, if applicable, that Obligor. (iii) 12.2.3 If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) 12.2.4 A payment shall not be increased under clause (iii) Clause 12.2.3 above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom South Africa if, on the date on which the payment falls due: (A) The due the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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. Gold Fields_ RCF Table of Contents (B) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender, and: (1) 12.2.5 If 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 clause (vii) below. (v) If the U.K. Borrower Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. 12.2.6 Within 30 (vithirty) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Facility Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. 12.2.7 A Qualifying Lender (viior a Lender who would be a Qualifying Lender but for the fact that it has not submitted a Tax Declaration) Subject to Section 2.31(b)(viii) below, where the U.K. Borrower and each Obligor which makes a payment to which that Qualifying Lender (or a U.K. Treaty Lender who would be a Qualifying Lender but for the fact that it has not submitted a Tax Declaration) is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. Deduction (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. Treaty Lender to: (A) register under including the HMRC DT Treaty Passport scheme; (B) apply the HMRC DT Treaty Passport scheme to submission of any advance if it has so registered; or (C) file Treaty forms if it has included an indication Tax Declaration to the effect that it wishes the HMRC DT Treaty Passport Scheme relevant Borrower required to apply to this Agreement in accordance with Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) belowbenefit from an exemption from withholding tax on interest). (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (i) The U.K. Each Relevant Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (ii) The U.K. A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. Relevant Borrower. (iii) If a Tax Deduction is required by law to be made by the U.K. a Relevant Borrower, the amount of the payment due from the U.K. that Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount is equal to the payment which would have been due made by the Relevant Borrower if no Tax Deduction had been required. (iv) 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 Belgium if, on the date on which the payment falls due: (A) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is was not or has had ceased to be a U.K. Qualifying Lender, 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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. 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 U.K. Borrower a certified copy of that Direction; (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 U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of U.K. Qualifying Lender and: (1) the relevant Lender has not given a U.K. Tax Confirmation; and (2) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation, on the basis that the U.K. Tax Confirmation would have enabled the U.K. 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 U.K. Treaty Lender and the U.K. 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 clause (vii) below. (v) If the U.K. a Relevant Borrower is required to make a Tax Deduction, it that Relevant Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Relevant Borrower making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other an evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) Subject to Section 2.31(b)(viii) below, where the U.K. A Qualifying Lender and each Relevant Borrower which makes a payment to which a U.K. Treaty that Qualifying Lender is entitledentitled shall, that U.K. Treaty Lender and within the U.K. Borrower shall co‑operate in completing applicable statutory period under Belgian law, complete any procedural formalities necessary for the U.K. that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. 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 the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence below its name on its signature page to this Agreement. (xii) A U.K. Treaty Lender which is 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes on becoming a party to this Agreement. (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xiv) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xi) or (b)(xii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Treaty Lender.

Tax gross-up. (ia) The U.K. Borrower Each Obligor 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. (iib) The U.K. Borrower shall, shall promptly upon becoming aware that it an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender, Lender it shall promptly notify the U.K. BorrowerBorrower and that Obligor. (iiic) If a Tax Deduction is required by law to be made by the U.K. Borroweran Obligor, the amount of the payment due from the U.K. Borrower that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (ivd) A payment shall not be increased under clause paragraph (iiic) above by reason of a Tax Deduction on account of Taxes Tax imposed by the United Kingdom ifKingdom, if on the date on which the payment falls due: (Ai) The the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender Lender, but on that date the relevant that Lender is not or has ceased to be a U.K. Qualifying Lender, 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 (Bii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender, Lender and: (1A) 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 hxx xxxeived from the U.K. Obligor making the payment or from the Borrower a certified copy of that Direction;; and (2B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; oror APJ/076001.00588/98366820.7Page 48 (Ciii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause paragraph (a)(ii) of the definition of U.K. Qualifying Lender and: (1A) the relevant Lender has not given a U.K. Tax ConfirmationConfirmation to the Borrower; and (2B) the payment could have been made to the Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax ConfirmationConfirmation to the Borrower, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that the payment was an “"excepted payment” " for the purpose of section 930 of the ITA; or (Div) the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower 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 paragraph (viig) or (h) (as applicable) below. (ve) If the U.K. Borrower an Obligor is required to make a Tax Deduction, it that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vif) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the U.K. Borrower Obligor making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the Lender Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (viii) Subject to Section 2.31(b)(viiiparagraph (ii) below, where the U.K. Borrower a Treaty Lender and each Obligor which makes a payment to which a U.K. that Treaty Lender is entitled, that U.K. Treaty Lender and the U.K. Borrower entitled shall co‑operate co-operate in completing any procedural formalities necessary for the U.K. Borrower that Obligor to obtain authorization authorisation to make that payment without a Tax Deduction. (viii) Nothing in Section 2.31(b)(vii) above shall require a U.K. 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) below and the U.K. Borrower has not complied with its obligations under Section 2.31(xiii) below. (ix) A U.K. Non‑Bank Lender which becomes a party on the day on which this Agreement is entered into gives a U.K. Tax Confirmation to the U.K. Borrower by entering into this Agreement. (x) A U.K. Non‑Bank Lender shall promptly notify the U.K. Borrower and the Administrative Agent if there is any change in the position from that set out in the U.K. Tax Confirmation. (xi) A U.K. Treaty Lender which becomes a party on the day on which this Agreement is entered into 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 include an indication to that effect (for the benefit of the Administrative Agent and without liability to the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence below opposite its name on its signature page to this Agreement.in Schedule 1 (The Lenders); and (xiiB) A U.K. a Treaty Lender which is a New not an Original Lender and that holds a passport under the HMRC DT Treaty Passport Schemescheme, 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 the U.K. Borrower) by including confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance documentation which it executes on becoming a party Party as a Lender, and, having done so, that Lender shall be under no obligation pursuant to this Agreement.paragraph (i) above. APJ/076001.00588/98366820.7Page 49 (xiii) Where a Lender notifies Terex as described in Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall make a Borrower DTTP2 Filing. (xivh) 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 Section 2.31(b)(xi) or Section 2.31(b)(xii) above, the U.K. Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Loans or its participation in any Loan. (xv) If a Lender assigns or transfers any of its rights or obligations under the Loan Documents and as a result of circumstances existing at the date the assignment, transfer occurs, the U.K. Borrower would be obliged to make a payment to the transferee or the assignee under either Section 2.31(b) (Tax Gross‑Up) or Section 2.31(c) (Tax Indemnity), then that transferee or assignee is only entitled to receive payment under either Section 2.31(b) or Section 2.31(c) to the same extent as the transferring Lender would have been entitled to receive payment if the assignment or transfer had not occurred. This paragraph (xv) shall not apply: (A) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (B) in relation to Section 2.31(b) (Tax Gross‑Up), to a U.K. Treaty Lender that has included a confirmation of confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b)(xig)(ii) or above and: (b)(xiii) of Section 2.31(b) if the U.K. Borrower has not made a Borrower DTTP Filing in respect of that U.K. Lender; or (ii) the Borrower has made a Borrower DTTP Filing in respect of that Lender but: (A) that 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 60 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 expired, and, in each case, the Borrower has notified that Lender ix xxxxing, that Lender axx xxx 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 a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Xxxxxtment or its participation in any Loan unless the Lender otherwise agrees. (j) The Borrower shall, promptly on making a 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.