Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the U.K. Lender entitled to the payment a statement under [section 975] of the ITA or other evidence reasonably satisfactory to that U.K. Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant U.K. taxing authority.

G Events Occurring Before or In Connection with Qualified Event With respect to a “change in control” event (within the meaning of [Section 280G and 4999]9] of the Code) (a “[[Unknown Identifier]] Event”) that occurs on or prior to the first Qualified Event occurring after the Effective Date, if it is determined that any Covered Payment will be subject to the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax (the “Excise Tax”), then the Participant shall be entitled to receive an additional cash payment (a “Gross-Up Payment”) equal to the sum of the Excise Tax payable by the Participant plus an amount such that, after payment by the Participant of all taxes (and any interest or penalties imposed with respect to such taxes), including without limitation, any federal, state or local income or employment taxes (and any interest and penalties imposed with respect thereto) on the Gross-Up Payment and the Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed on the Covered Payment itself or pursuant to Section 409A, the Participant retains an amount of the Gross-Up Payment such that the Participant is in the same after-tax position as if the Excise Tax had not been imposed.

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Administrative Agent for the benefit of the U.K. Lender entitled to the payment a statement under [section 975] of the ITA or other evidence reasonably satisfactory to that U.K. Lender that the Tax Deduction has been made or (as applicable[[Holdings:Organization]] any appropriate payment paid to the relevant U.K. taxing authority.

Subject to sub-section # below, a U.K. Treaty Lender and each U.K. Loan Party which makes a payment to which that U.K. Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that U.K. Loan Party to obtain authorization to make that payment without a Tax Deduction.

Additional Payment. (a) If, notwithstanding the provisions of Section 8(a)(ii), but subject to [subsection (b)], it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any successor provision), then the Company shall pay to the Executive an additional amount (the “Gross‑Up Payment”) such that the net amount retained by the Executive after deduction of any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 23 shall be equal to the Total Payments. For purposes of determining the amount of the Gross‑Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross‑Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Gross‑Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

Additional Payment. (a) If, notwithstanding the provisions of Section 8(a)(ii), but subject to [subsection (b)], it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any successor provision), then the Company shall pay to the Executive an additional amount (the “Gross‑Up Payment”) such that the net amount retained by the Executive after deduction of any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 23 shall be equal to the Total Payments. For purposes of determining the amount of the Gross‑Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross‑Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Gross‑Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

U.K. Tax Indemnity. The U.K. Borrower shall (within the later of # 10 days of demand therefor and # three (3) Business Days before the relevant loss, liability or cost will be suffered) pay to a U.K. Lender or the Administrative Agent an amount equal to the loss, liability or cost that such U.K. Lender or the Administrative Agent (as applicable) determines in its reasonable discretion has been (directly or indirectly) suffered by such U.K. Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the U.K. Facility. Notwithstanding the foregoing, this [Section 3.02(I)(e)] shall not apply:

U.K. Tax Indemnity. The U.K. Borrower shall (within the later of # 10 days of demand therefor and # three (3) Business Days before the relevant loss, liability or cost will be suffered) pay to a U.K. Lender or the Administrative Agent an amount equal to the loss, liability or cost that such U.K. Lender or the Administrative Agent (as applicable) determines in its reasonable discretion has been (directly or indirectly) suffered by such U.K. Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the U.K. Facility. Notwithstanding the foregoing, this [Section 3.02(I)(e)] shall not apply:

U.K. Tax Indemnity. The U.K. Borrower shall (within the later of # 10 days of demand therefor and # three (3[[Holdings:Organization]] Business Days before the relevant loss, liability or cost will be suffered[[Holdings:Organization]] pay to a U.K. Lender or the Administrative Agent an amount equal to the loss, liability or cost that such U.K. Lender or the Administrative Agent (as applicable[[Holdings:Organization]] determines in its reasonable discretion has been (directly or indirectly[[Holdings:Organization]] suffered by such U.K. Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the U.K. Facility. Notwithstanding the foregoing, this Section 3.02(I[[Holdings:Organization]](e[[Holdings:Organization]] shall not apply:

U.K. Tax Indemnity. The U.K. Borrower shall (within the later of # 10 days of demand therefor and # three (3) Business Days before the relevant loss, liability or cost will be suffered) pay to a U.K. Lender or the Administrative Agent an amount equal to the loss, liability or cost that such U.K. Lender or the Administrative Agent (as applicable) determines in its reasonable discretion has been (directly or indirectly) suffered by such U.K. Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the U.K. Facility. Notwithstanding the foregoing, this [Section 3.02(I)(e)] shall not apply: