"Qualifying Lender" has the meaning given to that term in Clause 14 (Tax Gross-Up and indemnities).

The Company will gross up an Eligible Employee’s wages in an amount reasonably determined by the Company to provide tax assistance for all taxable relocation expenses and payments reimbursed or made, as outlined in this policy. Any gross‐up payments to the Eligible Employee to cover applicable taxes will be processed and made by Signature Relocation. When tax assistance is provided, these additional wages will be included on the Eligible Employee’s W‐2 for the applicable calendar year. Such tax assistance will be determined and calculated by the Company in its reasonable discretion and made at such time or times, and in as uniform a manner, as the Company reasonably determines. Unless otherwise determined by the Company, tax gross‐up payments will only be made to Eligible Employees who continue to be employed by the Company (or applicable subsidiary) at the time of the gross‐up payment.

“Tax Payment” means either the increase in a payment made by an Obligor to the Lender under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution from the Company to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise but determined without regard to any additional payments required under this Section 7 (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the sum of # the Excise Tax imposed upon the Payments; plus # an amount equal to the product of any deductions disallowed for federal, state, or local income tax purposes because of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state, or local income taxation, respectively, for the calendar year in which the Gross-Up Payment is to be made.

Restrictions on Reimbursements, Gross-Ups and In-Kind Benefits. Any reimbursements, gross-ups, or in-kind benefits to be provided pursuant to this Agreement (including, but not limited to the benefits described herein) which are taxable to Executive shall be subject to the following restrictions: # each reimbursement or gross-up must be paid no later than the last day of the calendar year following Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; # the amount of expenses or taxes eligible for reimbursement or in-kind benefits or gross-ups provided during a tax year of Executive may not affect the expenses or taxes eligible for reimbursement or in-kind benefits or gross-ups to be provided in any other tax year of Executive; # the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end two (2) years after termination of this Agreement; and # the right to reimbursement, gross-up, or in-kind benefits is not subject to liquidation or exchange for another benefit.

“U.K. Treaty Lender” means a Lender that, subject to the completion of procedural formalities, is eligible to receive payments of interest hereunder without a deduction for U.K. Withholding Tax on the basis of an applicable income tax treaty between the U.K. and the jurisdiction in which such Lender is resident for tax purposes.

the relevant U.K. Lender has not given a Tax Confirmation to the U.K. Borrower; and

the relevant U.K. Lender has not given a Tax Confirmation to the U.K. Borrower; and