“Tax Credit” has the meaning given to it in Clause ‎12 (Tax gross-up and Indemnities).

Reference is made to [Section 4] and [Exhibit C] (collectively, the “Tax Gross-Up Section”) of the Severance Agreement. I hereby waive any and all rights to payments under the Tax Gross-Up Section of the Severance Agreement and, as of the date hereof, such Gross-Up Section shall be null and void. All other Provisions of the Severance Agreement shall remain in full force and effect in accordance with the terms thereof.

U.K. Tax Credit. If a U.K. Borrower makes a U.K. Tax Payment and the relevant U.K. Lender Party determines that # a U.K. Tax Credit is attributable to an increased payment of which that U.K. Tax Payment forms part, to that U.K. Tax Payment or to a U.K. Tax Deduction in consequence of which that U.K. Tax Payment was required, and # that U.K. Lender Party has obtained and utilized that U.K. Tax Credit, the U.K. Lender Party shall pay an amount to such U.K. Borrower which will leave it (after that payment) in the same after-Tax position as it would have been in had the U.K. Tax Payment not been required to be made by such U.K. Borrower.

is compensated for by an increased payment under Clause 14.2 (Tax gross-up); or

Gross Misconduct. The Company can terminate the Executive’s employment and the Period of Employment at any time for Gross Misconduct. “Gross Misconduct” means the occurrence of any of the following:

Tax Provisions Regarding Gross-Ups and Compliance with Section 409A a Part of this Agreement. All of the provisions of [Exhibit A] to this Agreement, captioned “Tax Provision Exhibit – [[Unknown Identifier]] Gross-Up, Compliance with Section 409A, and [[Unknown Identifier]] Gross-Up” will apply as between ​ and Employee as fully if those provisions had been written directly into the body of this Agreement.

“Qualifying Lender” has the meaning given to it in Clause ‎12 (Tax gross-up and Indemnities).

any sum payable to any Lender by an Obligor is required to be increased under paragraph # of Clause 14.2 (Tax gross-up); or

If a U.K. Tax Deduction is required by law to be made by any U.K. Borrower, the amount of the payment due from that U.K. Borrower shall be increased to an amount which (after making any U.K. Tax Deduction) leaves an amount equal to the payment which would have been due if no U.K. Tax Deduction had been required.

“U.K. Tax Credit” means a credit against, relief or remission for, or repayment of any U.K. Tax.