Common use of Tax gross-up Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes A Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the relevant Borrower and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any An Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of on a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender Loan, if on the date on which the relevant payment of interest falls due, the Obligor making the payment is due able to demonstrate that the payment: (otherwise than as i) relates to a consequence of a Change Tax referred to in Tax LawClause 14.3(b); or (ii) to the extent that payment could have been made to the Lender without a the Tax Deduction if had that Lender had been a Qualifying UK Lender on that datecomplied with its obligations under paragraph (g) below. (ge) Either the Parent or the relevant If an Obligor which is required to make a Tax Deduction Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Finance Party and each Obligor that makes a payment to which that Finance Party is entitled shall, to the extent practicable, co-operate in completing any procedural formalities necessary in due time for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

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

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

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

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Company shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to a Borrower must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon promptly on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall promptly notify the Company and that Borrower. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligora Borrower, the amount of the payment due shall, unless paragraph (f) below applies, from that Borrower shall be increased (subject to Clause 8.7 (Mandatory prepayment in relation to a single Lender)) to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A Borrower is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction from a payment of interest on a Loan, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is required by Law not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement, or any published practice or concession of any relevant taxing authority; or, (ii) the relevant Lender is a Treaty Lender and the Borrower making the payment is able to demonstrate that the payment could have been made by to the Facility Agent or Lender without the Security Trustee from any payment to any Relevant Finance Party Tax Deduction had that Lender complied with its obligations under paragraph (dh) above, the Facility Agent or the Security Trustee as appropriate below. (e) Paragraph (d)(i) above shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either not apply if a Tax Deduction or any payment arises in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver respect of a Loan made to the relevant an Additional Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant which is not French tax authorityresident. (f) Neither the Parent nor any Obligor If a Borrower is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hg) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor Borrower making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (h) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

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

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

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

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

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

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

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

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

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

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, Deduction unless a Tax Deduction is required by Law. Any law, in which case, to the extent that such Tax Deduction is or was a direct result of a change in relation law or the interpretation, administration or application of any law after the original date of this Agreement (or with respect to any a Lender that becomes a Party after the original date of this Agreement, after the relevant Transfer Date), the amount of the payment due in any currency other than Sterling from that Obligor shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if increased to an amount which (after making any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different Tax Deduction) leaves an amount (when converted equal to the non-Sterling currency on any date)payment which would have been due if no Tax Deduction had been required to be made. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Obligor. (c) If a Tax Deduction is required by Law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hd) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (e) This Clause 13.2 shall not apply with respect to any Tax assessed on a Finance Party: (i) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (ii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party.

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

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

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

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

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction deduction or withholding (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madededuction or withholding) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. (c) . If the Agent receives such notification from a Lender it shall notify the Borrower and that Lender. If a Tax Deduction deduction or withholding is required by Law law to be made by the Parent or an Obligor, Borrower: a) the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive deduction or withholding) leaves an amount equal to the payment which it would have received been due if no Tax Deduction deduction or withholding had been required.; and (eb) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate Borrower shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority deduction or withholding within the time allowed and in the minimum amount required by Law and within 30 law. Within thirty (30) days of making either a Tax Deduction deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction withholding or any payment required in connection with that Tax Deductiondeduction or withholding, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction deduction or other payment withholding has been made or accounted for (as applicable) any appropriate payment paid to the relevant taxing authority. If the Borrower makes any deduction or withholding from any payment under or pursuant to any of the Finance Documents, and a Lender subsequently receives a refund or allowance from any tax authorityauthority which that Lender at its sole discretion identifies as being referable to that deduction or withholding, that Lender shall, as soon as reasonably practicable, pay to the Borrower an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain the refund or allowance, and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Lender to apply for any refund or allowance nor as restricting in any way the manner in which any Lender organises its tax affairs, nor as imposing on any Lender any obligation to disclose to the Borrower any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Lender in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower's account.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent, the US Paying Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United KingdomKingdom or the US Paying Agent performing its obligations as such through an office located outside the United States) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, Obligor shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent, the US Paying Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) aboveParty, the Facility Agent, the US Paying Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent, the US Paying Agent or the Security Trustee, Trustee as appropriate, appropriate making that Tax Deduction or other payment shall deliver to TCN or the relevant Borrower US Borrower, as appropriate, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any No Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower TCN where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the The relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent or the US Paying Agent, as appropriate, for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, relates evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (i) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1 (UK Non-Bank Lenders) or in the Transfer Deed pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Agent and TCN, on the date of this Agreement, or on the relevant Transfer Date (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within paragraph (a), it is within paragraph (b) of the definition of UK Non-Bank Lender on that date, and has notified the Facility Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to TCN if and to the extent requested to do so, and the Facility Agent); and (ii) the Facility Agent and TCN that, unless it notifies the Facility Agent and TCN to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) of this Clause 11.1(i) is true in relation to that Lender’s participation in each Advance made to TCN, on each date that TCN makes a payment of interest in relation to such Advance. (j) A Lender that intends to qualify as a UK Treaty Lender and the relevant Obligor that makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for the relevant Obligor to obtain authorisation to make that payment without a Tax Deduction. (i) If, in relation to any interest payment to a Lender on an Advance: (A) that Lender has confirmed to TCN and the Facility Agent before that interest payment would otherwise fall due that: (1) it has completed the necessary procedural formalities referred to in paragraph (j) of this Clause 11.1; and (2) the Inland Revenue has not declined to issue the authorisation referred to in the definition of “UK Treaty Lender” (the “Authorisation”) to that Lender in relation to that Advance, or if the Inland Revenue has declined, the Lender is disputing that decision in good faith; and (B) the relevant Obligor has not received the Authorisation, then, that interest payment (the “relevant Interest Payment”) shall not be due and payable under or Clause 8.3 (Payment of Interest) until the date (the “Confirmation Date”) which is 2 Business Days after the earlier of:

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Parent shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction from any payment made under a Finance Document (or that there is any change in the rate at which or the basis on of a Tax Deduction) notify the Agent of (i) the Lender with respect to which such Tax Deduction applies and (ii) the rate at which such Tax Deduction is required to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that such Lender. If the Agent receives such notification from a Lender, it shall promptly notify the Parent and, if necessary, any Obligors making the payment. (c) If Except as provided in this Clause 14.2 and subject to paragraph (d) below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for: (i) a Tax Deduction on account of Tax imposed by the United Kingdom from any payment under this Agreement if on the date on which the payment falls due: (A) with reference to any payment made under a Finance Document by any Obligor, the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender in relation to that payment, but on that date such Lender is not or has ceased to be a Qualifying Lender in relation to that payment other than as a result of: (1) any Change of Tax Law; or (2) a change in the jurisdiction in which an Obligor is established or resident for tax purposes at the date it becomes an Obligor under this Agreement other than as a result of a Permitted Merger; (B) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to such Lender without a Tax Deduction had such Lender complied with its obligations under paragraph (f) below; (C) the relevant Lender is a Qualifying Lender in relation to a payment by an Obligor solely by virtue of sub-paragraph (a)(B) of the definition of "Qualifying Lender" and: (1) an officer of Her Majesty's Revenue & Customs has given (and not revoked) a direction (a "Direction") under section 931 of the ITA which relates to the payment and such Lender has received from the Obligor making the payment or from the Parent a certified copy of that Direction; and (2) the payment could have been made to such Lender without any Tax Deduction if that Direction had not been made; or (D) the relevant Lender is a Qualifying Lender in relation to the payment solely by virtue of sub-paragraph (a)(B) of the definition of "Qualifying Lender" and: (1) such Lender has not given a Tax Confirmation to the Obligor; and (2) the payment could have been made to such Lender without any Tax Deduction if such Lender had given a Tax Confirmation to the Obligor, on the basis that the Tax Confirmation would have enabled the Obligor to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA; or (ii) a Tax Deduction on account of Tax imposed by The Netherlands from any payment under this Agreement if on the date on which the payment falls due: (A) with reference to any payment made under a Finance Document by any Obligor, the payment could have been made to the relevant Lender without a Tax Deduction if such Lender had been a Qualifying Lender in relation to that payment, but on that date such Lender is not or has ceased to be a Qualifying Lender in relation to that payment other than as a result of: (1) any Change of Tax Law; or (2) a change in the jurisdiction in which an Obligor is established or resident for tax purposes at the date it becomes an Obligor under this Agreement other than as a result of a Permitted Merger. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. law. Within thirty (h30) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (f) Subject to Clause 14.2(g)(i), a Lender and each Obligor which makes a payment to which that Lender is entitled, shall cooperate in completing any procedural formalities, from time to time required or necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction, or with a reduced Tax Deduction, including, but not limited to, the provision of the information and documentation specified in this Clause 14.2 to the extent applicable. For the purposes of facilitating such co-operation, the Agent may request from any Treaty Lender (which shall use reasonable endeavours to provide) any affidavit or relevant tax certificates reasonably promptly following request. (A) A Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Effective Date Parties) and, having done so, such Lender shall be under no obligation pursuant to paragraph (f) above. (B) A New Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Agreement which it executes, and, having done so, such Lender shall be under no obligation pursuant to paragraph (f) above. (ii) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with subparagraph (i) of this paragraph (g) and: (A) a Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or (B) a Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but: (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given such Borrower authority to make payments to such Lender without a Tax Deduction within sixty (60) Business Days of the date of the Borrower DTTP Filing, and in each case, such Borrower has notified such Lender in writing, such Lender and such Borrower shall co-operate in completing any additional procedural formalities necessary for such Borrower to obtain authorisation to make that payment without a Tax Deduction, or with a reduced Tax Deduction; (iii) if a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (i) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of such Lender's Commitment(s) or its participation in any Loan unless the Lender otherwise agrees; (iv) an Obligor shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender; (v) a UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Parent by entering into this Agreement; and (vi) a UK Non-Bank Lender shall promptly notify the Parent and the Agent if there is any change in the position from that set out in the Tax Confirmation. (h) At least three (3) Business Days prior to the due date of any amount payable by an Obligor under any Finance Document, the Agent shall provide to each Borrower a schedule setting forth the portion of the total amount of such payment that will be payable to each Lender on such due date. Within a reasonable amount of time prior to the close of business on the date on which such scheduled amount becoming payable by an Obligor under any Finance Document, each Borrower shall provide to the Agent a reciprocal schedule setting forth the amount of any Tax Deduction that the Obligor will withhold from each payment to be made to each Lender included on such schedule on the due date for such payment (the "IGT Withholding Schedule"). No failure or delay of the Agent to provide the Borrowers with the schedule contemplated hereunder shall affect the obligation of any Obligor to make the payments otherwise required to be made by them under this Agreement. (i) Any Lender which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant shall only be entitled to receive payments under this Clause 14.2 with reference to any interest paid on the sub-participated commitment (i) to the same extent as such Lender would have been if it had not entered into such sub-participation or (ii) for an amount equivalent to the Tax Deduction required by law to be applied on any payment made under this Agreement and beneficially owned by the Relevant Sub-Participant, if lower; provided that this paragraph (i) shall not apply to limit any entitlement to receive payments under this Clause 14.2 if the right to receive a greater payment results from a Change of Tax Law that occurs after the Relevant Sub-Participant acquired the applicable sub-participated commitment.

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

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

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to Borrower must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it shall notify the Borrower. (c) If a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant The Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on from a payment of interest in respect of on a participation in an Advance by Loan, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that Lender to any UK Borrower where date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (A) the relevant Lender is a UK Non-Bank Lender, or would have been a UK Non-Bank Lender 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 any relevant taxing authority; and (B) the Board of the Inland Revenue has given (and not revoked) a direction under section 349C of the Taxes Act (as that provision has effect on the date on which the relevant Lender became a party to this Agreement) which relates to that payment and the Borrower has notified that UK Non-Bank Lender of interest the precise terms of that notice; or (iii) the relevant Lender is due (otherwise than as a consequence of a Change in Tax Law) Treaty Lender and the Borrower making the payment is able to demonstrate that the extent that payment could have been made to the Lender without a the Tax Deduction if had that Lender had been a Qualifying UK Lender on that datecomplied with its obligations under paragraph (g) below. (ge) Either If the Parent or the relevant Obligor which Borrower is required to make a Tax Deduction Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor Borrower making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Facility Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Facility Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Treaty Lender and the Borrower which makes a payment to which that Treaty Lender is entitled shall cooperate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction. (h) 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. (i) 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. For the avoidance of doubt, the liability of any such Lender to the Borrower for a failure to comply with this Clause 12.2(i) shall be limited to what the Borrower could recover from that Lender under Clause 12.2(j).

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it under the Finance Documents or in connection therewith free and clear of any Tax or deduction , without set-off or counter claim and without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction deduction in relation to respect of or on account of any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit set-off or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)counter claim. (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been requiredrequired (the “Full Amount”). The Borrowers shall indemnify the Lender for any loss or cost actually incurred by the Lender by reason of any failure or breach by any of the Borrowers in deducting any amount deductible on account of Tax or by reason of the Full Amount not being paid. (ec) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by Deduction, the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hd) Within 30 thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled Lender certificates reasonably satisfactory to the interest to which such Tax Deduction or payment relates, evidence them evidencing that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant taxing authority, including all of the receipts, confirmations or other evidence that may be required by the Lender to its satisfaction in connection with the payment of the Deductible Amount to the relevant tax authority (the “Deductible Confirmations”). (e) If following payment of any amount on account of a Tax Deduction by the Borrowers to the relevant tax authority, the Lender actually receives a refund of Tax or a Tax credit, then, subject to furnishing the Lender with the Deductible Confirmations, the Lender shall pay the Borrowers the amount of the refund or the credit that it has received as aforesaid, up to the amount on account of a Tax Deduction paid by the Borrowers to the tax authority as aforesaid, provided, however, that nothing herein operates so as to prevent the Lender from conducting its tax affairs at its discretion. (f) The Lender and the Borrower shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction.

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

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

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

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes A Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction from any payment made under a Finance Document (or that there is any change in the rate at which or the basis on of a Tax Deduction) notify the Agent of (i) the Lender with respect to which such Tax Deduction applies and (ii) the rate at which such Tax Deduction is required to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that such Lender. If the Agent receives such notification from a Lender it shall promptly notify the Borrowers and, if necessary, any Obligors making the payment. (c) If Except as provided in this Clause 19.2 and subject to paragraph (d) below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction from any payment under this Agreement if on the date on which the payment falls due: (i) with reference to any payment made under the Finance Document by any Borrower, the payment could have been made to the relevant Lender without a Tax Deduction, other than with respect to any US federal withholding Tax, if the Lender had been a Qualifying Lender in relation to that payment, but on that date such Lender is not or has ceased to be a Qualifying Lender in relation to that payment other than as a result of: (A) any Change of Tax Law; or (B) a change in the jurisdiction in which an Obligor is established or resident for tax purposes at the date it becomes an Obligor under this Agreement other than as a result of a Permitted Merger; (ii) a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from in respect of any payment under or in connection with a Loan made to a US Borrower for United States federal withholding tax, other than any Relevant Finance Party such Tax Deduction that is required as a result of any Change of Tax Law occurring after the date the relevant Lender becomes a Lender under this Agreement. (iii) the relevant Lender is an Exempt Lender, an Italian Treaty Lender or a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without a Tax Deduction had such Lender complied with its obligations under paragraph (df) abovebelow; (iv) with reference to any payment made under the Finance Document by any US Borrower, the Facility Agent or Tax Deduction would not be required but for the Security Trustee as appropriate shall unless Lender’s failure to comply with paragraph (gi)(iv) below applies, make below; (v) the relevant Lender is a Qualifying Lender in relation to the payment solely by virtue of sub-paragraph (b)(ii) of the definition of Qualifying Lender and: (A) an officer of Her Majesty’s Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Xxxxxx has received from the Obligor making the payment or from the Parent a certified copy of that Direction; and (B) the payment could have been made to the Lender without any Tax Deduction and if that Direction had not been made; or (vi) the relevant Lender is a Qualifying Lender in relation to the payment solely by virtue of sub-paragraph (b)(ii) of the definition of Qualifying Lender and: (A) the relevant Lender has not given a Tax Confirmation to the Obligor; and (B) the payment could have been made to the Lender without any payment required in connection with that Tax Deduction if the Lender had given a Tax Confirmation to the relevant taxing authority within Obligor, on the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence basis that the Tax Deduction or other Confirmation would have enabled the Obligor to have formed a reasonable belief that the payment has been made or accounted was an “excepted payment” for to the relevant tax authoritypurpose of section 930 of the ITA. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. law. Within thirty (h30) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (f) A Lender and each Obligor which makes a payment to which that Lender is entitled, shall cooperate in completing any procedural formalities, from time to time required or necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction, or with a reduced Tax Deduction, including, but not limited to, the provision of the information and documentation specified in the following paragraphs (g), (h) and (i) of this Clause 19.2 to the extent applicable. (g) With respect to each Italian Obligor, each Italian Treaty Lender, each Lender requiring the application of a Double Taxation Treaty with respect to any interest payable by such Italian Obligor and each Exempt Lender agree to provide the Italian Obligor with an Affidavit, any Self-Declaration Form or any other form necessary for that Obligor to be entitled to make any payment under this Agreement without a Tax Deduction on a date which falls, in case of any interest payment made by an Italian Borrower, at least ten (10) Business Days prior to the date upon which interest is first due to be paid to it or, in case of any payment made by an Italian Guarantor, upon ten (10) Business Days of request by a such Italian Obligor, and thereafter: (i) within the end of January of any subsequent calendar year (or, if earlier, within at least five (5) Business Days prior to the subsequent date upon which the interest is due to be paid) and, (ii) whenever there is a change in the Lender’s status under a Double Taxation Treaty (including if it changes its tax residence) within twenty (20) Business Days from the time such change is effective (or, if earlier, within at least five (5) Business Days prior to the subsequent date upon which interest is due to be paid by an Italian Obligor). (h) With respect to each UK Borrower: (A) a Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and (B) a New Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Agreement which it executes, and, having done so, such Lender shall be under no obligation pursuant to paragraph (f) above.

Tax gross-up. (a) 12.2.1 Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes 12.2.2 An Obligor shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent Lender accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon Borrower on becoming so aware in respect of a payment payable to that Lender. (c) 12.2.3 If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If 12.2.4 A payment shall not be increased under 12.2.3 above by reason of a Tax Deduction is required on account of Tax imposed by Law to be South Africa if, on the date on which the payment falls due the payment could have been made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any payment in connection with that Tax Deduction, the Facility Agent published practice or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the published concession of any relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax taxing authority. (f) Neither the Parent nor any 12.2.5 If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Applicable Law. (h) 12.2.6 Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled Lender evidence reasonably satisfactory to the interest to which such Tax Deduction or payment relates, evidence Lender that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. 12.2.7 A Qualifying Lender (or a Lender who would be a Qualifying Lender but for the fact that it has not submitted a Tax Declaration) and each Obligor which makes a payment to which that Qualifying Lender (or a Lender who would be a Qualifying Lender but for the fact that it has not submitted a Tax Declaration) is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction (including the submission of any Tax Declaration to the relevant Borrower required to benefit from an exemption from withholding tax on interest).

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

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Account Party shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Account Party and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is required by Law not or has ceased to be made by a Qualifying Lender other than as a result of any change after the Facility Agent date it became a Lender under this agreement in (or in the Security Trustee from interpretation, administration, or application of) any payment law or Treaty, or any published practice or published concession of any relevant taxing authority provided, however, this clause (i) shall not apply to the extent (x) the relevant Lender is a New Lender that is a Qualifying Lender at the date it becomes a New Lender (or it would have been a Qualifying Lender on that date but for a change in any Relevant Finance Party under paragraph Treaty which change occurs between the date of this agreement and the date on which it becomes a New Lender) and (dy) the corresponding Existing Lender would have received, in respect of a payment, at the time of transfer or assignment to that New Lender, additional amounts with respect to such Tax Deduction pursuant to paragraphs (c) above, ; or (ii) the Facility Agent or relevant Lender is a Treaty Lender and the Security Trustee as appropriate shall unless Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authoritybelow. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

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

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent Lender accordingly. Similarly, a Lender shall notify the Facility Agent Borrower and the Parent upon that Obligor on becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction from a payment of interest on a Loan if, on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in any law or Treaty or any published practice or published concession of any relevant taxing authority; provided, however, this clause (i) shall not apply (and thus an increased payment pursuant to paragraph (c) shall be made) to the extent that a Tax Deduction imposed on a payment by an Obligor other than the Borrower is in excess of the Tax Deduction that would have been imposed if the Borrower had made such payment; or (ii) the Obligor making the payment could have made the payment to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g), (h), (i) or (j), as the case may be. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party Lender entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence the Lender that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) Each Lender that is not a “United States person” (as defined in Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)) (a “Foreign Lender”), and that is entitled to an exemption from or reduction of withholding tax with respect to amounts payable under this Agreement (or any other Finance Document) under the law of the applicable Obligor’s Tax Jurisdiction, or under any Treaty to which such jurisdiction is a party, shall deliver to the Borrower and, if required, to the relevant taxing authority, such properly completed and duly executed documentation as will permit such payments to be made without the imposition of withholding or at a reduced rate of withholding. Without limiting the generality of the preceding sentence, to the extent legally entitled to do so, each Foreign Lender shall deliver to the Borrower, on or prior to the date on which such Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, but only if such Lender is legally entitled to do so at such time): (i) two properly completed and duly executed copies of U.S. Internal Revenue Service (“IRS”) Form W-8BEN (or any successor form) claiming eligibility for the benefits of a Treaty to which the United States is a party; (ii) two properly completed and duly executed copies of IRS Form W-8ECI (or any successor form); (iii) in the case of a Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, two properly completed and duly executed copies of (A) IRS Form W-8BEN (or any successor form) and (B) a certificate to the effect that such Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower (or other applicable Obligor) within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code; or (iv) any other form prescribed by applicable laws as a basis for claiming exemption from or a reduced rate of withholding for U.S. federal income tax, together with such supplementary documentation as may be prescribed by applicable laws to permit the Borrower (or other applicable Obligor) to determine the Tax Deduction (if any) required with respect to amounts payable to such Lender under this Agreement. (h) Each Lender that is not a Foreign Lender, and that has not otherwise established to the Borrower’s reasonable satisfaction that it is exempt from U.S. federal backup withholding and information reporting, shall deliver to the Borrower, on or prior to the date on which such Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, but only if such Lender is legally entitled to do so at such time), two properly completed and duly executed copies of IRS W-9 certifying that such Lender is not subject to U.S. federal backup withholding. (i) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction and in particular that Treaty Lender shall make such claims and file such documents as may be required for that Treaty Lender to validly apply to the appropriate tax authorities for the benefit of the relevant Treaty as soon as reasonably practicable after that Treaty Lender becomes a Party to this Agreement. (j) An Exempt Lender shall complete any procedural formalities necessary (with the co- operation of the Obligor to the extent required by the procedural formalities) for that Exempt Lender to obtain payments of interest free of withholding or deduction for or on account of tax imposed by the Obligor’s Tax Jurisdiction or the jurisdiction of source of the interest (if different). In particular that Exempt Lender shall make such claims and file such documents as may be required for that Exempt Lender to validly apply to the appropriate tax authorities for the applicable exemption as soon as reasonably practicable after that Exempt Lender becomes a Party to this Agreement.

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

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

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

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

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

Tax gross-up. (a) Each payment made by the Parent Cableco or an Obligor under a Relevant Finance Document shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes aware that the Parent Cableco or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent Cableco or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law to be made by the Parent Cableco or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent Cableco or an Obligor, either the Parent Cableco or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall shall, unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or of any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, Trustee as appropriate, appropriate making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent Cableco nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom Relevant Tax Jurisdiction of either Cableco or that Obligor on a payment of interest in respect of a participation in an Advance by that Lender to any UK the Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent Cableco or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent Cableco or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, relates evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (i) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1 (UK Non-Bank Lenders) or in the Transfer Deed pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Agent and to the Borrower, on the date of this Agreement, or on the relevant Transfer Date (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within paragraph (a), it is within paragraph (b) of the definition of UK Non-Bank Lender on that date, and has notified the Facility Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Borrower if and to the extent requested to do so, the Facility Agent; and (ii) the Facility Agent and to the Borrower, that unless it notifies the Facility Agent and the Borrower to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) of this Clause 17.1(i) is true in relation to that Lender’s participation in each Advance made to the Borrower, on each date that the Borrower makes a payment of interest in relation to such Advance. (j) Any Lender which was a Qualifying Lender when it became party to this Agreement but subsequently ceases to be a Qualifying Lender (other than by reason of a Change in Tax Law in the United Kingdom) shall promptly notify the Borrower of that event, provided that if there is a Change in Tax Law in the United Kingdom which in the reasonable opinion of the Borrower may result in any Lender which was a Qualifying Lender when it became a party to this Agreement ceasing to be a Qualifying Lender, such Qualifying Lender shall co-operate with the Borrower and provide reasonable evidence requested by the Borrower in order for the Borrower to determine whether such Lender has ceased to be a Qualifying Lender. (k) A Treaty Lender and either Cableco or the relevant Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for either Cableco or the relevant Obligor to obtain authorisation to make that payment without a Tax Deduction.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to (or by the interpretation, administration, or application of) any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit law or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)regulation. (b) As soon as it becomes If: (i) a Lender is not, or ceases to be a Qualifying Lender; or (ii) an Obligor or a Lender is aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any a change in the rate at which or the basis on which such of a Tax Deduction is to be made) the Parent or the relevant Obligor shall Deduction), it must promptly notify the Facility Agent accordinglywith a copy of such notification to the Company. Similarly, a Lender shall The Facility Agent must then promptly notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lenderaffected Parties. (c) If Except as provided below, if a Tax Deduction is required by Law (or by the interpretation, administration, or application of) any law or regulation to be made by an Obligor or the Parent or an ObligorFacility Agent, the amount of the payment due shall, unless paragraph (f) below applies, from the Obligor will be increased to by an additional amount so that, after (the required Tax Deduction is made, Gross-Up Payment) such that the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. total payment (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason inclusive of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount whichGross-Up Payment), after making the required Tax Deduction enables the payee of that amount to receive an Deduction, leaves a net amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If a Tax Deduction Except as provided below, an Obligor is not required by Law to be made by the Facility Agent or the Security Trustee from any make an increased payment to any Relevant Finance Party under paragraph (c) above to a Lender that is not, or has ceased to be, a Qualifying Lender in excess of the amount that the Obligor would have had to pay had the Lender been, or not ceased to be, a Qualifying Lender. (e) Paragraph (d) aboveabove will not apply if the Lender is not or has ceased to be a Qualifying Lender by reason of any change after the date of this Agreement in (or in the interpretation, administration, or application of) any law or regulation. (f) An Obligor is not required to make payment to a Lender under paragraph (c) above if the Facility Agent or Obligor making the Security Trustee as appropriate shall unless payment would not have been required to make the Tax Deduction if the Lender had complied with its obligations under paragraph (i) below. (g) below appliesIf an Obligor is required to make a Tax Deduction, that Obligor must make that the minimum Tax Deduction and must make any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed by law. This provision shall not apply during a period of time that a Lender has ceased to be a Qualifying Lender and in the minimum amount required by Law and within 30 days Company has not received notification of such cessation. For the avoidance of doubt the provisions of this paragraph (g) shall not affect each Lender’s obligations under paragraph (b) above. (h) Within a reasonable time of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall must deliver to the Facility Agent for the Relevant relevant Finance Party entitled evidence satisfactory to the interest to which such Tax Deduction or payment relates, evidence that Finance Party (acting reasonably) that the Tax Deduction or other payment has been made or accounted for (as applicable) the appropriate payment has been paid to the relevant tax taxing authority. (i) Each Lender must co-operate with each Obligor by using its reasonable endeavours to complete any procedural formalities (including but not limited to providing any completed and executed applicable tax forms of a Governmental Authority) necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction or with a reduced Tax Deduction. (j) Except as provided below, a Lender must reimburse the Company within 30 Business Days of receipt of a certificate described below in respect of any loss or liability which the Company (in its absolute discretion, acting reasonably) determines will be or has been suffered (directly or indirectly) by the Company due to that Lender’s failure to comply with its obligations under paragraph (b) above to promptly notify the Facility Agent (with a copy of such notification to the Company) that it had ceased to be a Qualifying Lender which has directly resulted in the failure by the Company to make a Tax Deduction or a payment in connection with a Tax Deduction required to be made to the relevant taxing authority. Such loss or liability shall include any penalties or interest payable to such taxing authority. No amount shall be payable under this paragraph (j) by a Lender until receipt by that Lender of a certificate setting forth in reasonable detail (including the calculation of such amount) the amount of the claim. Any such certificate shall be provided by the Company to the Facility Agent and the relevant Lender. If the Lender does not receive notification of the said loss or liability within 90 days of the Company becoming aware of such loss or liability being incurred, the Lender is not obliged to make any payment in respect of that loss or liability. The Company must take all reasonable steps to mitigate any circumstances that would result in any payment being required to be made by a Lender under this paragraph (j); provided however that the Company is not obliged to take any such step if, in the opinion of the Company (acting reasonably), to do so might reasonably be expected to be prejudicial to it, unless it is only prejudicial in an immaterial respect.

Tax gross-up. (a) Each payment made by Obligor, and any withholding agent making payments under the Parent or an Obligor under a Relevant Finance Document Documents, shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall, promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to applicable withholding agent must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be made) the Parent or the relevant Obligor shall Deduction), notify the Facility Agent and the Security Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon Security Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent or Security Agent receives such notification from a Lender it shall notify the Borrower and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent an Obligor or applicable withholding agent under any Finance Document and if such Tax is an ObligorIndemnified Tax, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, which (after the required making any Tax Deduction is made, the payee receives Deduction) leaves an amount equal to the amount it payment which would have received had been due if no Tax Deduction of an Indemnified Tax had been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent an Obligor or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor applicable withholding agent is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (he) Within 30 days As soon as is reasonably practicable after the making of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent Borrower shall, or shall cause the relevant Obligor making that Tax Deduction or other payment shall withholding agent to deliver to the Facility Agent and the Security Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (1) Any Finance Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Finance Document shall deliver to the Borrower, the Agent and the Security Agent, at the time or times reasonably requested by the Borrower, the Agent and the Security Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Agent or the Security Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Finance Party, if reasonably requested by the Borrower, the Agent or the Security Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower, the Agent or the Security Agent as will enable the Borrower, the Agent or the Security Agent to determine whether or not such Finance Party is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Clause 11.2(f)(i)(A), (ii)(B)(2) and (ii)(B)(4) below) shall not be required if in the Finance Party’s reasonable judgment such completion, execution or submission would subject such Finance Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such person. (i) Any Finance Party that: (A) is a US Person shall deliver to the Borrower, the Agent and the Security Agent on or prior to the date on which such Finance Party becomes a Finance Party under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or the Security Agent), executed copies of Internal Revenue Service Form W-9 certifying that such Finance Party is exempt from US federal backup withholding tax; and (B) is not a US person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent or the Security Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Person becomes a Finance Party under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or the Security Agent), whichever of the following is applicable: (1) in the case of a Finance Party claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Finance Document, executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, US federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Finance Document, Internal Revenue Service Form W-8BEN or W- 8BEN-E (as applicable) establishing an exemption from, or reduction of, US federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of Internal Revenue Service Form W-8ECI; (3) in the case of a Finance Party claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Part A of Schedule 7 (Forms of U.S. tax compliance certificate) to the effect that such Finance Party is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Parent within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “US Tax Compliance Certificate”) and (y) executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (as applicable); or (4) to the extent a Finance Party is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, a US Tax Compliance Certificate substantially in the form of Part B of Schedule 7 (Forms of U.S. tax compliance certificate) or Part C of Schedule 7 (Forms of U.S. tax compliance certificate), Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Finance Party is a partnership and one or more direct or indirect partners of such Finance Party are claiming the portfolio interest exemption, such Finance Party may provide a US Tax Compliance Certificate substantially in the form of Part D of Schedule 7 (Forms of U.S. tax compliance certificate) on behalf of each such direct and indirect partner (C) any Finance Party shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the Security Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Finance Party becomes a Finance Party under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower, the Agent or the Security Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Finance Party under any Finance Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Finance Party were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Finance Party shall deliver to the Borrower, the Agent and the Security Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower, the Agent or the Security Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower, the Agent and the Security Agent to comply with their obligations under FATCA and to determine that such Finance Party has complied with such Finance Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Finance Party agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower, the Agent and the Security Agent in writing of its legal inability to do so.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall be made by promptly upon it without any Tax Deduction, unless a Tax Deduction becoming aware that it is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law law to make a Tax Deduction (or that there is any a change in the rate at which or the basis on which such of any Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordinglyof such requirement or change. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify that Obligor. (b) If an Obligor is required by law to make a Tax Deduction it shall make the Tax Deduction in the minimum amount and within the time period required by law. (c) If Except as provided by paragraph (f) below, if a Tax Deduction is required by Law law to be made by the Parent or an Obligor, Obligor the amount of the payment due shall, unless paragraph (f) below applies, from the Obligor shall be increased to an amount so that, that after the required Tax Deduction on that increased amount is made, made the payee receives an amount a net sum equal to the amount it would have received had no Tax Deduction been required. (d) If Except as provided by paragraph (f) below, if a Tax Deduction is required by Law law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant a Senior Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, Obligor shall pay directly to that Relevant Senior Finance Party an amount which, after making the required Tax Deduction on that direct payment, enables the payee of that amount to receive an amount a net sum equal to the payment which amount it would have received if had no Tax Deduction had Deductions been required. (e) If a Within 30 days after making any Tax Deduction or a payment which it is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the relevant Borrower Senior Finance Party certified copies of tax receipts evidencing such payment or, if the practice of the relevant taxing authority is not to supply such receipts, evidence satisfactory to that Senior Finance Party that the Tax Deduction or other payment has been made or accounted for and that any payment which is required in connection with any Tax Deduction has been made to the relevant tax authorityTax authority or other person. (f) Neither the Parent nor any An Obligor is not required to make a Tax Payment an increased or direct payment to a Lender Senior Finance Party under paragraphs (c) or (d) above for a Tax Deduction in respect of tax Taxes imposed by the United Kingdom or the United States on a payment of interest in respect of on a participation in an Advance by that Lender to any UK Borrower where that Lender if at the time the payment concerned falls due the Senior Finance Party: (i) is not a Qualifying UK Lender, a DTT Lender on or a Qualifying US Lender as the case may be, with respect to that payment (unless the reason it is not a Qualifying UK Lender, DTT Lender or Qualifying US Lender as the case may be, is due to a change after the date on which it becomes a Lender in any law, treaty or regulation, or in the interpretation or application thereof, or in any practice of concession of any relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Lawtaxing authority) to the extent that payment could have been made without a Tax Deduction deduction or withholding if that Lender Senior Finance Party had been a Qualifying UK Lender, DTT Lender or Qualifying US Lender as the case may be, on that date; (ii) is a Qualifying UK Lender by virtue only of paragraph (b) of the definition of Qualifying UK Lender and the relevant Obligor has received a direction under section 349C of the Taxes Act in relation to that Senior Finance Party and its participation in an Advance to the extent that payment could have been made without a deduction or withholding if no direction had been issued; or (iii) is a DTT Lender and the relevant Obligor is able to demonstrate to the satisfaction of the DTT Lender that the Tax Deduction is required as a result of the failure of the DTT Lender to comply with its obligations under paragraph (g) below. (g) Either To the Parent extent it is able to do so without breaching any legal or regulatory restrictions or having to disclose any confidential information, each DTT Lender shall, as soon as reasonably practicable, make any necessary application under the relevant double taxation treaty for that Obligor which is required to make its payments to that Lender under this Agreement without a Tax Deduction Deduction, and shall make notify the Facility Agent when such application has been made, provided that Tax Deduction this paragraph (g) shall not apply to any DTT Lender described in paragraphs (h) and (i) below, unless the procedures set forth in paragraphs (h) and (i) below are not relevant. The Facility Agent shall, on receipt of any payment required in connection with that Tax Deduction such notification delivered pursuant to the relevant taxing authority within the time allowed and in the minimum amount required by Lawthis paragraph (g), subsequently notify Bidco. (h) Within 30 days Any Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of making either the Code) and that is entitled to payment from an US Obligor that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) without a Tax Deduction for United States federal withholding taxes, shall as soon as reasonably practicable (a) to the extent able to do so without breaching any legal or regulatory restrictions or having to disclose any confidential information, deliver to such US Obligor, with a copy to the Facility Agent, at the time or times prescribed by applicable law, (i) two accurate and complete originally executed U.S. Internal Revenue Service Forms W-8BEN or W-8ECI (or any successor), whichever is relevant, certifying such Lender’s legal entitlement to an exemption or reduction from any Tax Deduction for United States federal withholding taxes with respect to all payments hereunder, (ii) in the case of each such Lender, if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN (certifying such Lender’s legal entitlement to an exemption or reduction from any Tax Deduction for United States federal withholding taxes) pursuant to clause (i) above, (x) a statement certifying that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and (y) two accurate and complete originally executed copies of U.S. Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying such Xxxxxx’s legal entitlement to an exemption or reduction from any Tax Deduction for United States federal withholding taxes with respect to all payments hereunder or (iii) in the case of each such Lender, if a Lender is a foreign intermediary or flow-through entity for United States federal income tax purposes, two accurate and complete signed copies of Internal Revenue Service Form W-8IMY (and all necessary attachments) certifying such Lender’s legal entitlement to an exemption or reduction from any Tax Deduction for United States federal withholding taxes with respect to all payments hereunder, and (b) to the extent able do so without breaching any legal or regulatory restrictions or having to disclose any confidential information at such times, provide to such US Obligor, with a copy to the Facility Agent) new Forms W-8BEN, W-8ECI or W-8IMY (or any successor), whichever is relevant, upon the expiration or obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, any Tax Deduction for United States federal withholding taxes with respect to any payment required hereunder. (i) Each Lender that is entitled to payment from an Obligor established in connection Belgium without or with a lower Tax Deduction for Belgian withholding taxes, shall to the extent it is able to do so, using reasonable efforts, without breaching any legal or regulatory restrictions or having to disclose any confidential information, as soon as reasonably practicable upon written request of such Obligor, submit to such Obligor a tax residence certificate (form 276 Int.-Aut or any other form that may be requested by the Belgian tax authorities for the same purpose) issued by the competent tax authorities of the jurisdiction in which such Lender is resident stating that such Lender is resident in that jurisdiction for tax purposes, and, after such certificate ceases to be valid, such Lender shall, to the extent it is able to do so, using reasonable efforts, as soon as reasonably practicable upon written request of such Obligor, submit another such certificate to such Obligor, provided, however, that nothing in this Clause 12.3(i) shall require such Lender to disclose any confidential information (including without limitation, its tax returns or its calculations). After the entry into force of any new relevant exemption under Belgian internal law (the “New Exemption”), each Lender that is entitled, under the New Exemption, to payments from an Obligor established in Belgium without a Tax DeductionDeduction for Belgian withholding tax, either shall to the Parent or extent able to do so using reasonable efforts, as soon as reasonably practicable upon written request of such Obligor, co-operate with the relevant Obligor making filing such certificate or document or furnishing to such Obligor such information, in each case, as reasonably requested by such Obligor that may be necessary to permit interest payments to be made by that Obligor to that Lender free and clear of Tax Deduction for Belgian withholding tax, provided, however, that nothing in this Clause 12.3(i) shall require that Lender to disclose any confidential information (including, without limitation, its tax returns or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authorityits calculations).

Tax gross-up. (a) Each payment made by The Obligors’ Agent or the Parent or relevant Obligor shall promptly upon it becoming aware that an Obligor under a Relevant Finance Document shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law law to make a Tax Deduction (or that there is any a change in the rate at which or the basis on which such of any Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarlyof such requirement or change. (b) A Lender, upon becoming aware that it has ceased to be a Lender Qualifying Person, shall promptly notify the Facility Agent and of this. If the Parent upon becoming so aware in respect of Facility Agent receives such notification from a payment payable to that LenderLender it shall promptly notify the Obligors’ Agent. (c) If an Obligor is required by law to make a Tax Deduction it shall make the Tax Deduction in the minimum amount required by law and shall make any payment required in connection with any Tax Deduction within the time period and in the amount required by law. (d) Except as provided by paragraphs (f) or (g) below, if a Tax Deduction is required by Law law to be made by an Obligor or the Parent or an Obligor, Facility Agent the amount of the payment due shall, unless paragraph (f) below applies, from the Obligor shall be increased to an amount so which ensures that, after the required making of that Tax Deduction is madeDeduction, each relevant Party receives on the payee receives an amount due date and retains (free from any liability in respect of such Tax Deduction) a net sum equal to the amount of the payment which it would have received and so retained had no such Tax Deduction been required. (de) If a Within 30 days after making any Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the a payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance relevant Party, an original receipt or certified copy thereof, or, if unavailable evidence satisfactory to that Party entitled to the interest to which such Tax Deduction or payment relates, evidence (acting reasonably) that the Tax Deduction or other payment has been made or accounted for and that any payment which is required in connection with any Tax Deduction has been made to the relevant Tax authority or other person. (f) No Obligor is required to make any increased payment under paragraph (d) above as a result of a Tax Deduction in respect of Tax imposed by any relevant taxing authority from a payment on a Utilisation made to that Borrower if at the time that Tax Deduction is made: (i) the Lender is not a Qualifying Person and that Tax Deduction would not have been required or would have been fully refunded had that Lender been a Qualifying Person at that time, unless the reason that such Lender is not a Qualifying Person at that time is a change after the date on which it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double taxation agreement or any published practice or published concession of any relevant Tax authority; (ii) in relation to a Borrower which is resident for the purposes of UK corporation tax in the UK, both of the following conditions are satisfied, namely: (A) the relevant Lender is a UK Non-Bank Lender, or would have been a UK Non-Bank Lender were it not for a change after the date on which it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double Taxation agreement or any published practice or published concession of any relevant tax authority; and (B) the Board of the Inland Revenue has given (and not revoked) a direction under Section 349C of the UK Taxes Act (as that provision has effect on the date of this Agreement or, in the case of a UK Non-Bank Lender which became a Lender after the date of this Agreement, on the date on which it became a Lender) that Section 349A(1) of the UK Taxes Act is not to apply in relation to that payment of interest and that Obligor has notified the Facility Agent on behalf of that UK Non-Bank Lender of the terms of that direction; or (iii) the Lender is a Qualifying Person and the relevant Obligor is able to demonstrate that such increased payment is required as a result of the failure of the relevant Lender to comply with its obligations under Clause 14.6 (Filings and Confirmations); (iv) the reason an increased payment is payable is because (A) a Tax Deduction is required to be made, pursuant to European Council Directive 2003/48 EC, from a payment made or received by the Facility Agent and (B) such Tax Deduction arises as a result of a failure by the Facility Agent to comply with the terms of Clause 28.19 (Location of Facility Agent). (i) No Obligor shall be required to make any increased payment under paragraph (d) above as a result of a Tax Deduction in respect of Tax imposed by the United States of America from a payment on a Utilisation made to that Obligor if at the time that Tax Deduction is made, the conditions of sub-paragraph (ii) below are not met and such Tax was imposed as a result of such failure; (ii) Each Lender that is not a United States Person agrees to deliver to the Facility Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Clause 26.2 (Conditions of assignment or transfer) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, two accurate and complete, original and duly signed copies of U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN (or applicable successor forms) and/or such other forms as may be required certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement. In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will promptly deliver to the Facility Agent two new accurate and complete, original and duly signed copies of U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN and/or such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement, or it shall immediately notify the relevant Obligor and the Facility Agent of its inability to deliver any such form or certificate, in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 14.3. (h) A UK Non-Bank Lender which becomes a party hereto on the date on which this Agreement is entered into gives a Tax Confirmation to the Parent and the relevant Obligor by entering into this Agreement. (i) Without prejudice to the requirements of paragraph (b) above, a UK Non-Bank Lender shall promptly notify the Facility Agent if there is, or is likely to be, any change in the position from that set out in a Tax Confirmation. If the Facility Agent receives such notification from a UK Non-Bank Lender it shall promptly notify the Parent and the relevant Obligor.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Obligors’ Agent shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law law to be made by the Parent or by: (i) an Obligor (other than an Australian Obligor), the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to by an amount so thatwhich; or (ii) an Australian Obligor, after the required Tax Deduction is madeit shall pay an additional amount which, the payee receives an amount equal when added to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the (in each case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) An Obligor is not required to make an increased or additional payment to a Lender under paragraph (c) above for a Tax Deduction from a payment of interest on a Loan or a Note if, on the date on which the payment falls due: (i) the Tax Deduction is in respect of any Australian Tax required to be withheld or deducted under part III, division 11A of the Australian Tax Act and is as a result of the Lender being an Offshore Associate of an Australian Borrower; (ii) the Tax Deduction is in respect of any Australian Tax and is required as a result of a breach by that particular Lender (and not its predecessor) of any of its obligations under Clause 9 (Public Offers); or (iii) the Tax Deduction is in respect of any Australian Tax and is required as a result of any representation or warranty given by that particular Lender (and not its predecessor) under Clause 9 (Public Offers) being untrue in respect of a Note. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

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

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction deduction or withholding (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madededuction or withholding) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. (c) . If the Agent receives such notification from a Lender it shall notify the Borrower and that Lender. If a Tax Deduction deduction or withholding is required by Law law to be made by the Parent or an Obligor, Borrower: a) the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive deduction or withholding) leaves an amount equal to the payment which it would have received been due if no Tax Deduction deduction or withholding had been required.; and (eb) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate Borrower shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority deduction or withholding within the time allowed and in the minimum amount required by Law and within 30 law. Within thirty (30) days of making either a Tax Deduction deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction withholding or any payment required in connection with that Tax Deductiondeduction or withholding, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction deduction or other payment withholding has been made or accounted for (as applicable) any appropriate payment paid to the relevant taxing authority. If the Borrower makes any deduction or withholding from any payment under or pursuant to any of the Finance Documents, and a Lender subsequently receives a refund or allowance from any tax authorityauthority which that Lender at its sole discretion identifies as being referable to that deduction or withholding, that Lender shall, as soon as reasonably practicable, pay to the Borrower an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain the refund or allowance, and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Lender to apply for any refund or allowance nor as restricting in any way the manner in which any Lender organises its tax affairs, nor as imposing on any Lender any obligation to disclose to the Borrower any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Lender in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s account.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to it must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent Lenders accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon Borrower on becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. The Borrower is not required to pay any increase under this Clause 11.2(c) to the extent the relevant Tax Deduction is in respect of a (i) Tax imposed as a result of a present or former connection between the relevant Lender and the jurisdiction imposing such Tax (other than connections arising solely from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Finance Document, or sold or assigned an interest in the Loan), Tax imposed on or measured by net income (however denominated), franchise Tax, or branch profits Tax, (ii) Tax imposed on amounts payable to or for the account of the relevant Lender with respect to an applicable interest in the Loan pursuant to a law in effect on the date on which (x) such Lender acquires such interest in the Loan (other than pursuant to an assignment request by the Borrower) or (y) such Lender changes its lending office, except in either case, to the extent that such Taxes gave rise to increased payment under the first sentence of this Clause 11.2(c) to such Lender's assignor immediately before such Lender became an assignee thereof or to such Lender immediately before it changed its lending office, (iii) Tax attributable to such Lender’s failure to provide the Borrower with an accurate, current and complete executed copy of IRS Form W-8 or W-9 (or other applicable Tax documentation, as applicable) claiming the maximum available exemption from US withholding Tax and FATCA, (iv) Tax imposed under FATCA or (v) Tax imposed on income under Israeli Law. (ed) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (he) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment Borrower shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment a statement or other evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility BPIAE Agent accordingly. Similarly, a Lender shall notify the Facility BPIAE Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the BPIAE Agent receives such notification from a Lender it shall notify the Borrower and that Obligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of (i) any Excluded Tax, or (ii) any Tax imposed by the U.S., if on the date on which the payment falls due, the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty or any published practice or published concession of any relevant taxing authority. 0080105-0000405 PA:20488617.7 84 (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility BPIAE Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

Tax gross-up. (a) Each payment to be made by the Parent or an Obligor under a Relevant the Finance Document Documents shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate law or by virtue of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)binding decision of a competent taxing authority. (b) As soon as it becomes The Obligors’ Agent shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction must be made from a payment to be made by it (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall without undue delay notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall without undue delay notify the relevant Obligor. (c) If a Tax Deduction is required by Law law or by virtue of a binding decision of a competent taxing authority to be made from a payment to be made by the Parent or an ObligorObligor under any Finance Document, the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction from a payment of interest on a Loan, if on the date on which the payment falls due: (i) if on the date on which the payment falls due the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (ii) if on the date on which the payment falls due the relevant Lender is a Qualifying Lender and the Obligor making the payment (A) would be required to make an increased payment to such Lender under paragraph (c) above and the relevant Lender became a Lender under this Agreement after the requirement to make the relevant Tax Deduction became effective as a result of any change in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority, however provided that the requirement to make the relevant Tax Deduction became effective after the date of this Agreement; or (B) is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had the Lender complied with its obligations under paragraph (e) If a when requested to do so by the Obligor (according to paragraph (e)). (iii) the Tax Deduction is required as a result of Council Directive 2003/48/EC on the taxation on savings income, related treaties or agreements, or respective national tax provisions, whether such Tax Deduction being required in a EU Member State or otherwise. (e) Each Obligor and any Lender who is entitled to a payment from the Obligor concerned shall co-operate in completing any procedural formalities necessary for the Obligor concerned to obtain authorisation to make that payment without a Tax Deduction. In particular, any Treaty Lender shall use its commercially reasonable best efforts to complete, as soon as practicable following a request by Law the relevant Obligor, any procedural formalities which it is able to complete which are necessary for an Obligor to be made by the Facility Agent or the Security Trustee from any able to make a payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either such Lender without a Tax Deduction (or any payment in connection with that a reduced rate of Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority). (f) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hg) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority.

Tax gross-up. (ai) Each payment made by the Parent or an Obligor under a Relevant Finance Document Irish Borrower shall make all payments to be made by it without any Irish Tax Deduction, unless a an Irish Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (cii) If a an Irish Tax Deduction is required by Law law to be made by the Parent or an ObligorIrish Borrower, the amount of the payment due shall, unless paragraph (f) below applies, from that Irish Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Irish Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Irish Tax Deduction had been required. (eiii) If a Tax Deduction is required by Law to A payment shall not be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party increased under paragraph (dii) aboveabove by reason of an Irish Tax Deduction if: (A) on the date on which the payment falls due, the Facility Agent payment could have been made to the relevant Lender without an Irish Tax Deduction if the Lender had been an Irish Qualifying Lender, but on that date that Lender is not or has ceased to be an Irish Qualifying Lender other than as a result of any change after the Security Trustee as appropriate date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Irish Treaty or any published practice or published concession of any relevant taxing authority; or (B) the relevant Lender is an Irish Treaty Lender and the Irish Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the Irish Tax Deduction had that Lender complied with its obligations under Section 3.10(b)(vi) below. (iv) If an Irish Borrower is required to make an Irish Tax Deduction, that Irish Borrower shall unless paragraph (g) below applies, make that Irish Tax Deduction and any payment required in connection with that Irish Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 law. (v) Within thirty days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Irish Tax Deduction or any payment required in connection with that Irish Tax Deduction, either the Parent or the relevant Obligor Irish Borrower making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Loan Party entitled to the interest payment evidence reasonably satisfactory to which such that Loan Party that the Irish Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (vi) A Lender which is an Irish Treaty Lender and each Irish Borrower which makes a payment to which that Irish Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Irish Borrower to make that payment without an Irish Tax Deduction. (vii) A Lender shall, following a written request from an Irish Borrower, provide all information requested by the Irish Borrower which is necessary to enable it to comply with its obligations under sections 891A, 891E, 891F and 891G of the Irish Taxes Act and all regulations made pursuant to those sections.

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

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Obligors’ Agent shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of that it is not, or has ceased to be, a payment payable to Qualifying Lender. If the Facility Agent receives such notification from a Lender it shall notify the Obligors’ Agent and that LenderObligor. (c) If a Tax Deduction is required by Law law to be made by the Parent or by: (i) an Obligor (other than an Australian Obligor), the amount of the payment due shall, unless paragraph (f) below applies, from that Obligor shall be increased to by an amount so thatwhich; or (ii) an Australian Obligor, after the required Tax Deduction is madeit shall pay an additional amount which, the payee receives an amount equal when added to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the (in each case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (ed) If a Tax Deduction An Obligor is not required by Law to be made by the Facility Agent make an increased or the Security Trustee from any additional payment to any Relevant a Finance Party under paragraph (dc) aboveabove for a Tax Deduction from a payment of interest on a Loan or a Note, if on the Facility Agent date on which the payment falls due: (i) the Tax Deduction is in respect of any United Kingdom Tax and the payment is one of Yearly Interest and could have been made to the Lender without Tax Deduction if it was a UK Lender, but on that date that Finance Party is not or has ceased to be a UK Lender other than as a result of any change after the Security Trustee as appropriate shall unless date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or double taxation treaty or published practice or concession of any relevant taxing authority; (ii) the Tax Deduction is in respect of any United Kingdom Tax and the Finance Party is a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under Clause 19.3 (Finance Parties’ Tax Forms) or paragraph (g) below applies, make below; (iii) the relevant Lender is a UK Non-Bank Lender and: (A) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the Income Tax Act 2007 (as that provision has effect on the date on which the relevant Lender became a Party) which relates to that payment and that Lender has received from that Obligor or the Obligors’ Agent a certified copy of that Direction; and (B) the payment could have been made to the Lender without any Tax Deduction in the absence of that Direction; (iv) the relevant Lender is a UK Non-Bank Lender and it has not, other than by reason of any payment required change after the date of this Agreement in connection with that (or in the interpretation or application of) any law, or any published practice or concession of any relevant taxing authority, given a Tax Deduction Confirmation to the relevant taxing authority within Obligor and the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that Obligors’ Agent; (v) the Tax Deduction is in respect of any Australian Tax required to be withheld or other payment has been made deducted under part III, division 11A of the Australian Tax Act and is as a result of the Lender being an Offshore Associate of an Australian Borrower; (vi) the Tax Deduction is in respect of any Australian Tax and is required as a result of a breach by that particular Lender (and not its predecessor) of any of its obligations under Clause 9 (Public Offers); or (vii) the Tax Deduction is in respect of any Australian Tax and is required as a result of any representation or accounted for to the relevant tax authoritywarranty given by that particular Lender (and not its predecessor) under Clause 9 (Public Offers) being untrue in respect of a Note. (fe) Neither the Parent nor any If an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A UK Treaty Lender and each Obligor which makes a payment to which that UK Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (h) 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 Companies by entering into this Agreement. (i) A UK Non-Bank Lender shall promptly notify the Companies and the Facility Agent if there is any change in the position from that set out in the Tax Confirmation it is deemed to give under Clause 19.4(h) or which it gives upon becoming a Party pursuant to a transfer or assignment in accordance with Clause 32 (Changes to the Lenders). If the Facility Agent receives such notification from a UK Non-Bank Lender, it shall promptly notify the Obligors’ Agent.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Italian Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Italian Borrower and that Obligor. (c) If Except as provided in paragraphs (d) and (g) below, if a Tax Deduction is required by Law law to be made by an Obligor or the Parent or an ObligorAgent, then in either case, the Obligor shall increase the amount of the payment due shall, unless paragraph from that Obligor (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that ObligorAgent, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, which (after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (d) An Obligor is not required to make an increased payment to a Lender under paragraph (c) above by reason of a Tax Deduction imposed by the Republic of Italy or, as the case may be, United States of America on any payment under this Agreement, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than (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) of any 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; (ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (h) below; or (iii) without prejudice to Clause 37.7 (FATCA Non consenting Lender), the Tax Deduction is a FATCA Deduction. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any an Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by Deduction, that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Finance Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) If a Tax Deduction is required by law to be 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 for or 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, an Obligor shall not be obligated to pay any additional amounts in respect of any such Tax Deduction pursuant to paragraph (c) above. (h) A Lender and each Obligor which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (i) Each Lender (other than Banco Santander S.A. with respect to Loans made or to be made to the US Borrower) (or, where appropriate, the Designated Entity which is its Affiliate) confirms to the Borrower that at the date hereof it is a Qualifying Lender and hereby agrees that it shall promptly notify the Obligors and the relevant Agent if at any time from the date hereof it ceases to be a Qualifying Lender.

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date). (b) As soon as it becomes aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender. (c) If a Tax Deduction is required by Law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. (d) If a Tax Deduction is required by Law to be made by the Facility Agent, the US Paying Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United KingdomKingdom or the US Paying Agent performing its obligations as such through an office located outside the United States) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, Obligor shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent, the US Paying Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) aboveParty, the Facility Agent, the US Paying Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent, the US Paying Agent or the Security Trustee, Trustee as appropriate, appropriate making that Tax Deduction or other payment shall deliver to TCN or the relevant Borrower US Borrower, as appropriate, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any No Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on a payment of interest in respect of a participation in an Advance by that Lender to any UK Borrower TCN where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date. (g) Either the Parent or the The relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law. (h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent or the US Paying Agent, as appropriate, for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, relates evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (i) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1 (UK Non-Bank Lenders) or in the Transfer Deed pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Agent and TCN, on the date of this Agreement, or on the relevant Transfer Date (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within paragraph (a), it is within paragraph (b) of the definition of UK Non-Bank Lender on that date, and has notified the Facility Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to TCN if and to the extent requested to do so, and the Facility Agent); and (ii) the Facility Agent and TCN that, unless it notifies the Facility Agent and TCN to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) of this Clause 16.1(i) is true in relation to that Lender’s participation in each Advance made to TCN, on each date that TCN makes a payment of interest in relation to such Advance. (j) A Lender that intends to qualify as a UK Treaty Lender and the relevant Obligor that makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for the relevant Obligor to obtain authorisation to make that payment without a Tax Deduction. (i) If, in relation to any interest payment to a Lender on an Advance: (A) that Lender has confirmed to TCN and the Facility Agent before that interest payment would otherwise fall due that: (1) it has completed the necessary procedural formalities referred to in paragraph (j) of this Clause 16.1; and (2) the Inland Revenue has not declined to issue the authorisation referred to in the definition of “UK Treaty Lender” (the “Authorisation”) to that Lender in relation to that Advance, or if the Inland Revenue has declined, the Lender is disputing that decision in good faith; and (B) the relevant Obligor has not received the Authorisation, then, that interest payment (the “relevant Interest Payment”) shall not be due and payable under Clause 12.1 (Interest Payment Date for Revolving Facility Advances) or Clause 13.5 (Payment of Interest for Term Facility Advances) (as applicable) until the date (the “Confirmation Date”) which is 2 Business Days after the earlier of:

Tax gross-up. (a) Each payment made by the Parent or an Obligor under a Relevant Finance Document The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date)law. (b) As soon as it becomes The Borrower shall promptly upon becoming aware that the Parent or an Obligor is or will be required by Law to Borrower must make a Tax Deduction (or that there is any change in the rate at which or the basis on which such of a Tax Deduction is to be madeDeduction) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it shall notify the Borrower. (c) If a Tax Deduction is required by Law law to be made by the Parent or an ObligorBorrower, the amount of the payment due shall, unless paragraph (f) below applies, from the Borrower shall be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required. which (d) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required any Tax Deduction enables the payee of that amount to receive Deduction) leaves an amount equal to the payment which it would have received been due if no Tax Deduction had been required. (e) If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant The Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority. (f) Neither the Parent nor any Obligor is not required to make a Tax Payment an increased payment to a Lender under paragraphs paragraph (c) or (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom on from a payment of interest in respect of on a participation in an Advance by Loan, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that Lender to any UK Borrower where date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or (A) the relevant Lender is a UK Non-Bank Lender, or would have been a UK Non-Bank Lender 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 any relevant taxing authority; and (B) the Board of the Inland Revenue has given (and not revoked) a direction under section 349C of the Taxes Act (as that provision has effect on the date on which the relevant Lender became a party to this Agreement) which relates to that payment and the Borrower has notified that UK Non-Bank Lender of interest the precise terms of that notice; or (iii) the relevant Lender is due (otherwise than as a consequence of a Change in Tax Law) Treaty Lender and the Borrower making the payment is able to demonstrate that the extent that payment could have been made to the Lender without a the Tax Deduction if had that Lender had been a Qualifying UK Lender on that datecomplied with its obligations under paragraph (g) below. (ge) Either If the Parent or the relevant Obligor which Borrower is required to make a Tax Deduction Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Lawlaw. (hf) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor Borrower making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Facility Party entitled to the interest payment evidence reasonably satisfactory to which such Tax Deduction or payment relates, evidence that Facility Party that the Tax Deduction or other payment has been made or accounted for (as applicable) any appropriate payment paid to the relevant tax taxing authority. (g) A Treaty Lender and the Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction. (h) 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. (i) 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. For the avoidance of doubt, the liability of any such Lender to the Borrower for a failure to comply with this Clause 12.2(i) shall be limited to what the Borrower could recover from that Lender under Clause 12.2(j).

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