No Seller Entity is party to any Tax sharing, Tax allocation or Tax indemnity agreement, except for # any such agreement solely between the Seller Entities or # customary gross-up or indemnification provisions in commercial agreements entered into in the Ordinary Course of Business, the primary subject matter of which is not related to Taxes.

“U.K. Tax Payment” means either the increase in a payment made by a U.K. Borrower to a U.K. Lender under [Section 3.01(k)] or a payment under [Section 3.01(k)(i)].

Beneficiary) to compensate such Participant (or his Beneficiary) for all taxes, penalties and interest imposed with respect to the “parachute” portion of the payment. The Tax Gross-up Payment shall be determined by multiplying the amount of the “parachute” portion of the payment by the fraction 1/1-MR, where MR is the sum of # the Participant’s (or the Beneficiary’s) maximum income tax rate under section 1(a) of the Code as of the date of payment and # the rates of any other taxes (including taxes under Section 4999 of the Code) imposed on the Participant (or the Beneficiary) with respect to the accelerated portion of the payment. Such Tax Gross-up Payment shall be made no later than the due date for such parachute tax amount.

and in each case, such U.K. Borrower has notified that U.K. Treaty Lender in writing of either (1) or (2)(A) or (B) above, then that U.K. Treaty Lender and that U.K. Borrower shall co-operate in completing any additional procedural formalities necessary for such U.K. Borrower to obtain authorization to make that payment without a U.K. Tax Deduction.

H.M. Revenue & Customs has not given such U.K. Borrower authority to make payments to such Lender without a U.K. Tax Deduction within 60 days of the date of such U.K. Borrower DTTP Filing;

Any tax gross-up that Executive is entitled to receive under this Agreement or otherwise shall be paid to Executive no later than December 31st of the calendar year following the calendar year in which Executive remits the related taxes.

For this reason, although the following amendment would not remove the gross-up protection from your frozen SERP, the amendment nevertheless is required to remove the potential gross-up from other post-February 6, 2012 equity and other awards which the Committee has determined shall no longer have the benefit of gross-up payments.

If a U.K. Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with [Section 3.01(i)(vi)(B)], thereby notifying each U.K. Borrower, the U.K. Borrowers making payments to that U.K. Treaty Lender shall make a U.K. Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that if a U.K. Borrower making a payment to that U.K. Treaty Lender has made a U.K. Borrower DTTP Filing in respect of that U.K. Treaty Lender but:

Section # Withholding of Taxes; Gross-Up.

a gross-up amount calculated as: