Common use of Status of Purchasers Clause in Contracts

Status of Purchasers. Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Issuer and the Administrative Agent, at the time or times reasonably requested by the Issuer or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law as will enable the Issuer or the Administrative Agent to determine whether or not such Purchaser 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 shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person, (i) any Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Agent on or about the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Foreign Purchaser 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 Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or (D) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Note Document shall deliver to the Issuer Borrower and the Administrative Agent, at the time or times reasonably requested by the Issuer Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by Borrower or Agent as will enable the Issuer Borrower or the Administrative Agent to determine whether or not such Purchaser 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 below in this paragraph (B)) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). Without limiting the generality of the foregoingpreceding paragraph, in each Purchaser organized under the event that laws of a jurisdiction outside the Issuer is United States (a U.S. Person, (i“Foreign Purchaser”) any Purchaser that is a U.S. Person shall deliver as to the Issuer and the Administrative Agent on or about the date on which such Purchaser becomes a Purchaser payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shallW-8BEN, to W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be IRS or reasonably requested by the recipient) on Agent or about the date on which Borrower, certifying as to such Foreign Purchaser becomes a Purchaser under this Agreement (and from time Purchaser’s entitlement to time thereafter upon the reasonable request such exemption or reduced rate of the Issuer or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (x) withholding with respect to payments of interest to be made to such Foreign Purchaser under any Loan Documentthis Agreement, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption fromand, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the CodeIRC, (x) a certificate certificate, in a form reasonably acceptable to the effect that Borrower and Agent, showing such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the CodeIRC, a “10 percent shareholder” of the Issuer Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, IRC or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code IRC (a “U.S. Tax Compliance CertificateCertificate of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or (D) to the extent Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the beneficial ownerinformation in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, executed Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of IRS Form W-8IMYW-9 or any successor form that such Purchaser is entitled to provide at such time, accompanied by IRS Form W-8ECIestablishing an exemption from United States backup withholding requirements; provided, IRS Form W-8BENhowever, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign a Purchaser is a partnership and one or more direct or indirect partners disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional any new documentation reasonably requested by the Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 applicable withholding agent) or promptly notify the Issuer Borrower and the Administrative Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Sellers and the Administrative Agent, at the time or times reasonably requested by the Issuer a Seller or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Issuer a Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer a Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by such Seller or the Agent as will enable the Issuer such Seller or the Administrative Agent to determine whether or not such Purchaser 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 Section 10.7(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (i) Without limiting the generality of the foregoing, in the event that the Issuer Seller is a U.S. Person,: (iA) any Purchaser that is a U.S. Person shall deliver to the Issuer Sellers and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer a Seller or the Administrative Agent), executed copies originals of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal Federal backup withholding tax; (iiB) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Sellers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer a Seller or the Administrative Agent), whichever of the following is applicable:; (A1) in the case of a Foreign Purchaser 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 Loan Transaction Document, executed copies originals of IRS Form W-8BEN or IRS Form W-8BEN, W-8BEN-E or any successor form establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN, W-8BEN-E or any successor form establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) executed copies originals of IRS Form W-8ECI; (C3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit XII-1 to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer either Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W-8BEN W-8BEN, W-8BEN-E or IRS Form W 8BEN-Eany successor form; or (D4) to the extent a Foreign Purchaser is not the beneficial owner, executed copies originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BENW-8BEN-EE or any successor form, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit XII-2 or Exhibit XII-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit XII-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Sellers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Agent), executed originals 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 Seller or the Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Loan Transaction Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer Seller or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer Seller or the Administrative Agent as may be necessary for the Issuer Seller and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(D), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser 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 Issuer Sellers and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments made under any Loan Note Document shall deliver to the Issuer and the Administrative AgentPurchaser Representative, at the time or times reasonably requested by the Issuer or the Administrative AgentPurchaser Representative, such properly completed and executed documentation reasonably requested by as the Issuer or the Administrative Agent as will Purchaser Representative may reasonably request to permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative AgentPurchaser Representative, shall deliver such other documentation prescribed by applicable Requirements of Law or reasonably requested by the Issuer or the Purchaser Representative as will enable the Issuer or the Administrative Agent Purchaser Representative to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Each Purchaser hereby authorizes the Purchaser Representative to deliver to the Issuer and to any successor Purchaser Representative any documentation provided to the Purchaser Representative pursuant to this Section 2.20(f). Notwithstanding anything to the contrary in the preceding two three sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (f)(ii)(A), (ii)(B) and (ii)(D) of this Section 2.20) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person, (iA) any each U.S. Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Agent Purchaser Representative on or about prior to the date on which such U.S. Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent)Purchaser Representative, executed two copies of executed IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding taxwithholding; (iiB) any each Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) Purchaser Representative on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative AgentPurchaser Representative), whichever of the following is applicable: (A1) in the case of a any Foreign Purchaser claiming the benefits of an income tax treaty to which the United States U.S. is a party (x) with respect to payments of interest under any Loan Documentparty, executed two copies of executed IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, establishing an any available exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treatyTax; (B2) executed two copies of executed IRS Form W-8ECIW-8ECI (or any successor forms); (C3) in the case of a any Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the Code, (x) a two copies of an executed certificate substantially in the form of Exhibit O-1 to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code Code, and that no payments payable to such Purchaser are effectively connected with the conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed two copies of executed IRS Form W-8BEN or IRS Form W 8BENW-8BEN-E, as applicable (or any successor forms); or (D4) to the extent a any Foreign Purchaser is not the beneficial ownerowner (e.g., executed where the Foreign Purchaser is a partnership or participating Purchaser), two copies of executed IRS Form W-8IMYW-8IMY (or any successor forms), accompanied by IRS Form W-8ECI, IRS Form W-8BEN, W-8BEN or IRS Form W 8BENW-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit O-2, Exhibit O-3 or Exhibit O-4, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the such Foreign Purchaser is a partnership (and not a participating Purchaser) and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit O-4 on behalf of each such direct and or indirect partnerpartner(s); (iiiC) each Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Purchaser Representative on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Purchaser Representative), two copies of any other executed form prescribed by applicable Requirements of 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 Requirements of Law to permit the Issuer or the Purchaser Representative to determine the withholding or deduction required to be made; and (D) if a payment made to a any Purchaser under any Loan Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent Purchaser Representative at the time or times prescribed by law applicable Requirements of Law and at such time or times reasonably requested by the Issuer or the Administrative Agent Purchaser Representative such documentation as is prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent Purchaser Representative to comply with their obligations under FATCA and FATCA, to determine that whether such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. For the avoidance of doubt, if a Purchaser is an entity disregarded from its owner for U.S. federal income tax purposes, references to the foregoing documentation are intended to refer to documentation with respect to such Purchaser’s owner and, as applicable, such Purchaser. Solely for purposes of this clause 3.1(e)(iii(D), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser agrees that if any form or certification documentation (including any specific documentation required above in this Section 2.20(f)) it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form deliver to the Issuer and the Purchaser Representative updated or certification other appropriate documentation (including any new documentation reasonably requested by the Issuer or the Purchaser Representative) or promptly notify the Issuer and the Administrative Agent Purchaser Representative in writing of its legal inability ineligibility to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser 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 Sections 4.03(g)(ii)(1), 4.03(g)(ii)(2) and 4.03(g)(ii)(4)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer Seller is a U.S. Person,: (i1) any Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii2) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), whichever of the following is applicable: (AI) in the case of a Foreign Purchaser 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 Loan Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (BII) executed copies of IRS Form W-8ECI; (CIII) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Purchaser is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN or IRS Form W 8BEN-Eif applicable); or (DIV) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-EE (or W-8BEN if applicable), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (iii3) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Administrative 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 Seller or the Administrative Agent to determine the withholding or deduction required to be made; or (4) if a payment made to a Purchaser under any Loan Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or times prescribed by law Law and at such time or times reasonably requested by the Issuer Seller or the Administrative 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 Issuer Seller or the Administrative Agent as may be necessary for the Issuer Seller and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(4), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser 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 Issuer Seller and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (a) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Note Document shall deliver to the Issuer and the Administrative Collateral Agent, at the time or times reasonably requested by the Issuer or the Administrative Collateral Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative Collateral Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative Collateral Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by Issuer or Collateral Agent as will enable the Issuer or the Administrative Collateral Agent to determine whether or not such Purchaser 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 Sections 7(b)(i), 7(b)(ii) and 7(b)(iv) of this Exhibit C) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (b) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person, (i) any Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Collateral Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Collateral Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Collateral Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Collateral Agent), whichever of the following is applicable: (A) A. in the case of a Foreign Purchaser 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 Loan Note Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Note Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) B. executed copies of IRS Form W-8ECI; (C) C. in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate certificate, in form and substance reasonably acceptable to Issuer and Collateral Agent, to the effect that such Foreign Purchaser (or other applicable Person) is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BENW-8BEN-E; or (D) D. to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BENW-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to Issuer and Collateral Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of Issuer or Collateral 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 Issuer or Collateral Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Purchaser under any Loan Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Purchaser shall deliver to the Issuer and the Administrative Collateral Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Collateral Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Issuer or the Administrative Collateral Agent as may be necessary for the Issuer and the Administrative Collateral Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(iv), “FATCA” shall include any amendments made to FATCA after the Agreement Date. date of this Agreement. (c) Each Purchaser 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 Issuer and the Administrative Collateral Agent in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Credit Document shall deliver to the Issuer and the Administrative AgentBorrower, at the time or times reasonably requested by the Issuer or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative Agent Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative AgentBorrower, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower as will enable the Issuer or the Administrative Agent Borrower to determine whether or not such Purchaser 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 shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person, (i) : any Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Agent Borrower on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative AgentBorrower), two executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) ; any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent Borrower (in such number of copies as shall be reasonably requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative AgentBorrower), whichever of the following is applicable: (A) : in the case of a Foreign Purchaser 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 Loan Documentparty, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) Tax; executed copies of IRS Form W-8ECI; (C) ; in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BENW-8BEN-E; or (D) or to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BENW-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser Lender is a partnership and one or more direct or indirect partners of such Foreign Purchaser Lender are claiming the portfolio interest exemption, such Foreign Purchaser may Lender shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2; any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such number of copies as shall be reasonably requested by the recipient) on behalf or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of each the Borrower), 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 direct supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; and indirect partner; (iii) if a payment made to a Purchaser under any Loan Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent Borrower such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative Agent Borrower as may be necessary for the Issuer and the Administrative Agent Borrower to comply with their its obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(D), “FATCA” shall include any amendments made to FATCA after the Agreement Date. date of this Agreement. (iii) Each Purchaser 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 Issuer and the Administrative Agent Borrower in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser 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 Sections 4.03(g)(ii)(1), 4.03(g)(ii)(2) and 4.03(h)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer Seller is a U.S. Person,: (i1) any Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii2) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), whichever of the following is applicable: (AI) in the case of a Foreign Purchaser 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 Loan Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (BII) executed copies of IRS Form W-8ECI; (CIII) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Purchaser is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN or IRS Form W 8BEN-Eif applicable); or (D) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. Any Purchaser (other than the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Related Document shall deliver to the Issuer Administrative Agent and the Administrative AgentAgent shall deliver to the Authority, at the time or times reasonably requested by the Issuer Authority or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Authority or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Authority or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Authority or the Administrative Agent as will enable the Issuer Authority or the Administrative Agent to determine whether or not such Purchaser 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 Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person, (i) any Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Agent on or about the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Foreign Purchaser 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 Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or (D) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer Authority and the Administrative Agent Administrative Agent, who shall in turn notify the Authority, in writing of its legal inability to do so. If a Purchaser fails to provide such certification, then such Purchaser shall reimburse the Authority for any costs, fines or expenses incurred by the Authority as a result of its failure to withhold any Tax.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser 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 Sections 4.03(g)(ii)(1), 4.03(g)(ii)(2) and 4.03(g)(ii)(4)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer Seller is a U.S. Person,: (i1) any Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii2) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), whichever of the following is applicable: (AI) in the case of a Foreign Purchaser 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 Loan Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (BII) executed copies of IRS Form W-8ECI; (CIII) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Purchaser is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN or IRS Form W 8BEN-Eif applicable); or (DIV) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-EE (or W-8BEN if applicable), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (iii3) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Administrative 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 Seller or the Administrative Agent to determine the withholding or deduction required to be made; and (4) if a payment made to a Purchaser under any Loan Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or times prescribed by law Law and at such time or times reasonably requested by the Issuer Seller or the Administrative 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 Issuer Seller or the Administrative Agent as may be necessary for the Issuer Seller and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(4), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser 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 Issuer Seller and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (a) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax tax with respect to payments made under any Loan Note Document shall deliver to the Issuer and the Administrative AgentIssuer, at the time or times reasonably requested by the Issuer or the Administrative AgentIssuer, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative AgentIssuer, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Issuer as will enable the Issuer or the Administrative Agent to determine whether or not such Purchaser 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 Sections 6(b)(i), 6(b)(ii) and 6(b)(iv) of this Exhibit D) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (b) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person, , (i) any Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative AgentIssuer), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; ; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipientIssuer) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative AgentIssuer), whichever of the following is applicable: (A) : A. in the case of a Foreign Purchaser 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 Loan Documentparty, executed copies of IRS Form W-8BEN or IRS Form W-8BENW- 8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax tax pursuant to the “interest” article of such tax treaty and (yapplicable article(s) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) ; B. executed copies of IRS Form W-8ECI; (C) ; C. in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate in form and substance reasonably acceptable to the Issuer, to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; orthe (Dc) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser agrees that if any form or certification it previously delivered to the Issuer expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Issuer and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction 744072627 21691544 48 Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser 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 Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person,: (iA) any a Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser any payments are made under this Agreement (any Transaction Document and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed originals or copies of IRS Internal Revenue Service Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding taxTax; (iiB) any Foreign Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Issuer Seller and the Administrative Agent (in such number of copies as shall be requested by the recipientPurchaser) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser any payments are made under this Agreement (any Transaction Document and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), whichever of the following is applicable: (A1) in the case of such a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party party, (x) with respect to payments of interest under any Loan Transaction Document, executed originals or copies of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;; 744072627 21691544 49 (B2) executed originals or copies of IRS Internal Revenue Service Form W-8ECI; (C3) in the case of such a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W 8BENW-8BEN-E, as applicable; or (D4) to the extent a Foreign such Purchaser is not the beneficial owner, executed originals or copies of IRS Internal Revenue Service Form W-8IMY, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN, IRS Form W 8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that that, if the Foreign such Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;; and (iiiC) if any Purchaser that is not a payment made U.S. Person shall, to a Purchaser under any Loan Document would be subject the extent it is legally entitled to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Codedo so, as applicable), such Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the Issuer recipient), from time to time upon the reasonable request of the Seller or the Administrative Agent, executed originals or 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 Seller or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, withholding or deduction required to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do sobe made.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Issuers and the Administrative Agent, at the time or times reasonably requested by the Issuer Issuers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Issuers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Issuers or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Issuers or the Agent as will enable the Issuer Issuers or the Administrative Agent to determine whether or not such Purchaser 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 Section 15.01(a)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the each Issuer is a U.S. PersonIssuer, (iA) any Purchaser that is a U.S. Person shall deliver to the Issuer Issuers and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Issuers or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (iiB) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Issuers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Issuers or the Administrative Agent), whichever of the following is applicable: (A1) in the case of a Foreign Purchaser 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 Loan Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) executed copies of IRS Form W-8ECI; (C3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the an Issuer within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BENW-8BEN-EE (as applicable); or (D4) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN, IRS Form W 8BEN-EE (as applicable), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit L-2 or Exhibit L-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuers 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 Issuers or the Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Loan Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer Issuers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer Issuers or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer Issuers or the Administrative Agent as may be necessary for the Issuer Issuers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(D), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser 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 Issuer Issuers and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Loan Transaction Document shall deliver to the Issuer and the Administrative each Withholding Agent, at the time or times reasonably requested by the Issuer or the Administrative such Withholding Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by the Issuer or the Administrative any Withholding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by such Withholding Agent as will enable the Issuer or the Administrative such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding 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 clauses (A) through (E) of paragraph (f)(ii) below) shall not be required if in the such Purchaser’s reasonable 742583266 14453710 judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Withholding Agent shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the foregoing, in the event that the Issuer each Purchaser receiving any payment under any Transaction Document shall, if it is a U.S. Person, (i) any Purchaser that is a U.S. Person shall legally eligible to do so, deliver to the Issuer and the Administrative each Withholding Agent (in such number of copies as is reasonably requested by such Withholding Agent) on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement party hereto (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent)if not a party hereto, executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time it would, contingently or otherwise, become entitled to time thereafter upon the reasonable request of the Issuer or the Administrative Agentany payments hereunder), ▇▇▇▇ completed and executed copies of whichever of the following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (x1) with respect to payments of interest under any Loan Documentthis Agreement, executed copies of IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y2) with respect to any other applicable payments under any Loan Documentthis Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, both (x1) IRS Form W‑8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate to the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, Code or (z) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (each, a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or); (DE) to in the extent case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is not the beneficial ownerowner of payments made under this Agreement (including a partnership or 742583266 14453710 a participating Purchaser), executed copies of (1) an IRS Form W-8IMYW-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), accompanied by IRS Form W-8ECI(B), IRS Form W-8BEN(C), IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, as applicablepartner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if the Foreign such Purchaser is a partnership and one or more direct or indirect of its partners of such Foreign Purchaser are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each such direct and indirect partner;Withholding Agent to determine the amount of Tax (if any) required by Applicable Law to be withheld. (iii) if If a payment made to received by a Purchaser under any Loan Transaction Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent any Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent such Withholding Agent, such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as may be necessary for the Issuer and the Administrative such Withholding Agent to comply with their its obligations under FATCA and FATCA, to determine that such Purchaser has or has not complied with its such Purchaser’s obligations under FATCA or and, as necessary, to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(f)(iii), “FATCA” shall include any and all amendments made to FATCA after the date of this Agreement Date. Each Purchaser agrees that if and any form fiscal or certification it previously delivered expires regulatory legislation, rules or becomes obsolete or inaccurate practices adopted pursuant to any intergovernmental agreement entered into in any respect, it shall update such form or certification or promptly notify the Issuer and the Administrative Agent in writing of its legal inability to do soconnection with FATCA.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Note Document shall deliver to the Issuer and the Administrative Agent, at the time or times reasonably requested by the Issuer or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by Issuer or Administrative Agent as will enable the Issuer or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.20(g)(ii)(A), 2.20(g)(ii)(B) and 2.20(g)(ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person, (iA) any Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement or otherwise holds Obligations evidenced by a Note or any other Note Document (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (iiB) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement and/or by its acceptance and holding of a Note (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), whichever of the following is applicable: (A1) in the case of a Foreign Purchaser 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 Loan Note Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Note Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) executed copies of IRS Form W-8ECI; (C3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and the interest payments in question are not effectively connected with a U.S. trade or business conducted by such Purchaser and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BENW-8BEN-E; or (D4) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, W-8BEN or IRS Form W 8BENW-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit G-2 or G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to Issuer and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement and/or by its acceptance and holding of a Note (and from time to time thereafter upon the reasonable request of Issuer or Administrative 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 Issuer or Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Loan Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law Law and at such time or times reasonably requested by the Issuer or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(D), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Sellers and the Administrative Agent, at the time or times reasonably requested by the Issuer a Seller or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law or reasonably requested by the Issuer a Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer a Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by such Seller or the Agent as will enable the Issuer such Seller or the Administrative Agent to determine whether or not such Purchaser 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 Section 10.7(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer Seller is a U.S. Person,: (iA) any Purchaser that is a U.S. Person shall deliver to the Issuer Sellers and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer a Seller or the Administrative Agent), executed copies originals of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal Federal backup withholding tax; (iiB) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Sellers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer a Seller or the Administrative Agent), whichever of the following is applicable:; (A1) in the case of a Foreign Purchaser 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 Loan Transaction Document, executed copies originals of IRS Form W-8BEN or IRS Form W-8BEN, W- 8BEN-E or any successor form establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W- 8BEN, W-8BEN-E or any successor form establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) executed copies originals of IRS Form W-8ECI; (C3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit XII-1 to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer either Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W-8BEN W-8BEN, W-8BEN-E or IRS Form W 8BEN-Eany successor form; or (D4) to the extent a Foreign Purchaser is not the beneficial owner, executed copies originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BENW-8BEN-EE or any successor form, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit XII-2 or Exhibit XII-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit XII-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Sellers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Agent), executed originals 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 Seller or the Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Loan Transaction Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer Seller or the Administrative Agent such documentation prescribed by applicable Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer Seller or the Administrative Agent as may be necessary for the Issuer Seller and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(D), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser 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 Issuer Sellers and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser 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 Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (i) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person,: (iA) any a Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or prior to the date on which any payments are made under any Transaction Document or on or about the date on which such Purchaser becomes a Purchaser under this Agreement (whichever is earlier), and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed originals or copies of IRS Internal Revenue Service Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding taxTax; (iiB) any Foreign Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Issuer Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which any payments are made under any Transaction Document or on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (whichever is earlier) and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), whichever of the following is applicable: (A1) in the case of such a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party party, (x) with respect to payments of interest under any Loan Transaction Document, executed originals or copies of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) executed originals or copies of IRS Internal Revenue Service Form W-8ECI; (C3) in the case of such a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit X-1 to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer Seller as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W 8BENW-8BEN-E, as applicable; or (D4) to the extent a Foreign such Purchaser is not the beneficial owner, executed originals or copies of IRS Internal Revenue Service Form W-8IMY, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN, IRS Form W 8BEN-E, as applicable, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit X-2 or Exhibit X-3, IRS as applicable, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that that, if the Foreign such Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit X-4 on behalf of each such direct and indirect partner;; and (iiiC) if any Purchaser that is not a payment made U.S. Person shall, to a Purchaser under any Loan Document would be subject the extent it is legally entitled to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Codedo so, as applicable), such Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the Issuer recipient), on or about the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time upon the reasonable request of Seller or the Administrative Agent, executed originals or 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 Seller or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, withholding or deduction required to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do sobe made.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser 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 Sections 4.03(g)(ii)(1), 4.03(g)(ii)(2) and 4.03(h)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer Seller is a U.S. Person, : (i1) any Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; ; (ii2) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), whichever of the following is applicable: (AI) in the case of a Foreign Purchaser 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 Loan Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; ; (BII) executed copies of IRS Form W-8ECI; ; (CIII) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Purchaser is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN if applicable); or IRS Form W 8BEN-E; or (Div) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-EE (or W- 8BEN if applicable), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; ; (iii3) if a payment made any Foreign Purchaser shall, to a Purchaser under any Loan Document would be subject the extent it is legally entitled to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Codedo so, as applicable), such Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the Issuer recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Administrative Agent such documentation Agent), executed copies of any other form prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such additional supplementary documentation reasonably requested by the Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do so.prescribed by applicable Law

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder or under any Loan Note Document shall deliver to the Issuer and the Administrative Agent, Borrower at the time or times reasonably requested by the Issuer or the Administrative Agent, Borrower such properly completed and executed documentation as reasonably requested by the Issuer or the Administrative Agent Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative AgentBorrower, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Borrower as will enable the Issuer or the Administrative Agent Borrower to determine whether or not such Purchaser 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 shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoingSection 3.5(e)(i), in the event that the Issuer is a U.S. Person, (i) any each Purchaser that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Person federal income tax purposes shall deliver promptly to the Issuer and the Administrative Agent Borrower, on or about prior to the Closing Date (in the case of each Purchaser listed on the signature pages hereof on the Closing Date or, if later, on or prior to the date on which such Purchaser becomes a Purchaser under party to this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative AgentAgreement), executed and at such other times as the Borrower reasonably requests, (i) two original copies of IRS Form W-9 certifying W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such Purchaser, and such other documentation prescribed by the Code or reasonably requested by the Borrower to establish, if applicable, that such Purchaser is exempt from U.S. federal backup not subject to (or is subject to a reduced rate of) deduction or withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Foreign Purchaser 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 Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any payments to such Purchaser of principal, interest, fees or other applicable payments amounts payable under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption fromof the Note Documents, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of (ii) if such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of or other Person described in Section 881(c)(3)(A881(c)(3) of the Code, a “10 percent shareholder” Certificate Regarding Non-Bank Status that is substantially in the form of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed Exhibit B together with two original copies of IRS Form W-8BEN or IRS Form W 8BENW-8BEN-E; or E or W-8IMY (D) or any successor form), properly completed and duly executed by such Purchaser, and such other documentation prescribed by the Code or reasonably requested by the Borrower to the extent a Foreign establish, if applicable, that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal tax with respect to any payments to such Purchaser of interest payable under any of the beneficial ownerNote Documents. Without limiting the generality of Section 3.5(e)(i), executed each Purchaser that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes (a “U.S. Purchaser”) shall deliver to the Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) and at such other times as the Borrower reasonably requests two original copies of IRS Form W-8IMYW-9 (or any successor form), accompanied properly completed and duly executed by IRS Form W-8ECIsuch Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser required to deliver any forms, certificates or other evidence with respect to United States federal tax withholding matters pursuant to this Section 3.5(e) hereby agrees, from time to time after the initial delivery by such Purchaser of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser shall promptly deliver to the Borrower two new original copies of IRS Form W-8BEN, IRS Form W 8BENW-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), or a U.S. Tax Compliance Certificate, Certificate Regarding Non-Bank Status and two original copies of IRS Form W-9W-8BEN, and/or other certification documents from W-8BEN-E or W-8IMY (or, in each beneficial ownercase, any successor form), as the case may be, properly completed and duly executed by such Purchaser, and such other documentation prescribed by the Code or reasonably requested by the Borrower, if applicable; provided , to confirm or establish that if the Foreign such Purchaser is a partnership and one not subject to deduction or more direct withholding of United States federal tax with respect to payments to such Purchaser under the Note Documents, or indirect partners promptly notify the Borrower of its legal inability to deliver any such Foreign Purchaser are claiming the portfolio interest exemptionforms, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;certificates or other evidence. (iii) if If a payment made to a Purchaser under any Loan Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent Borrower such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative Agent Borrower as may be necessary for the Issuer and the Administrative Agent Borrower to comply with their its obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do sodate hereof.

Status of Purchasers. (i) Any Purchaser Purchasers that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser 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 Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person,: (iA) any a Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or about the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed copies of IRS executed Internal Revenue Service Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax;; and (iiB) any Foreign Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Issuer Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), whichever of the following is applicable: (A1) in the case of such a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party party, (x) with respect to payments of interest yield under any Loan Transaction Document, executed copies of IRS executed of Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) executed copies of IRS executed Internal Revenue Service Form W-8ECI; (C3) in the case of such a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS executed Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W 8BENW-8BEN-E, as applicable; or (D4) to the extent a Foreign such Purchaser is not the beneficial owner, executed copies of IRS executed Internal Revenue Service Form W-8IMY, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN, IRS Form W 8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that that, if the Foreign such Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser Affected Person that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any PurchaserAffected Person, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser Affected Person 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 Sections 4.03(f)(ii)(1), 4.03(f)(ii)(2) and 4.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser Affected Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Affected Person. (ii) Without limiting the generality of the foregoing, in the event that the Issuer Seller is a U.S. Person,: (i1) any Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii2) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), whichever of the following is applicable: (AI) in the case of a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party party, (x) with respect to payments of interest under any Loan Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (BII) executed copies of IRS Form W-8ECI; (CIII) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Purchaser is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, Code or (C) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN or IRS Form W 8BEN-Eif applicable); or (D) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. Any Foreign Purchaser that is entitled to an exemption from or reduction of withholding Tax tax under the law of the jurisdiction in which any Company is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments made under any Loan Document hereunder, shall deliver to the Issuer and the Administrative Tech Data (with a copy to Purchasers’ Agent), at the time or times prescribed by applicable law or reasonably requested by the Issuer Tech Data or the Administrative Purchasers’ Agent, such properly completed and executed documentation reasonably requested prescribed by the Issuer or the Administrative Agent applicable law as will permit such payments payment to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Tech Data or the Administrative Purchasers’ Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by Tech Data or Purchasers’ Agent as will enable the Issuer Tech Data or the Administrative Purchasers’ Agent to determine whether or not such Purchaser 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 shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Without limiting the generality of the foregoing, in the event that any Company is resident for tax purposes in the Issuer is a U.S. Person, (i) United States, any Foreign Purchaser that is a U.S. Person shall deliver to the Issuer Tech Data and the Administrative Agent on or about the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Purchasers’ Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser party under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Tech Data or the Administrative Purchasers’ Agent, but only if such Foreign Purchaser is legally entitled to do so), whichever of the following is applicable: (Ai) in the case duly completed copies of a Foreign Purchaser IRS Form W-8BEN claiming the eligibility for benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;party, (Bii) executed duly completed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or (D) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent such documentation other form prescribed by applicable Law (including law as prescribed by Section 1471(b)(3)(C)(i) of the Code) and a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed, together with such additional supplementary documentation reasonably requested by the Issuer or the Administrative Agent as may be necessary for the Issuer prescribed by applicable law to permit Tech Data and the Administrative Purchasers’ Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, withholding or deduction required to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do sobe made.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Loan Transaction Document shall deliver to the Issuer and the Administrative each Withholding Agent, at the time or times reasonably requested by the Issuer or the Administrative such Withholding Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by the Issuer or the Administrative any Withholding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by such Withholding Agent as will enable the Issuer or the Administrative such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding 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 clauses (A) through (E) of paragraph (f)(ii) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Withholding Agent shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the foregoing, in the event that the Issuer each Purchaser receiving any payment under any Transaction Document shall, if it is a U.S. Person, (i) any Purchaser that is a U.S. Person shall legally eligible to do so, deliver to the Issuer and the Administrative each Withholding Agent (in such number of copies as is reasonably requested by such Withholding Agent) on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement party hereto (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent)if not a party hereto, executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time it would, contingently or otherwise, become entitled to time thereafter upon the reasonable request of the Issuer or the Administrative Agentany payments hereunder), duly completed and executed copies of whichever of the following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (x1) with respect to payments of interest under any Loan Documentthis Agreement, executed copies of IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y2) with respect to any other applicable payments under any Loan Documentthis Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, both (x1) IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate to the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, Code or (z) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (each, a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or); (DE) to in the extent case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is not the beneficial ownerowner of payments made under this Agreement (including a partnership or a participating Purchaser), executed copies of (1) an IRS Form W-8IMYW-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), accompanied by IRS Form W-8ECI(B), IRS Form W-8BEN(C), IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, as applicablepartner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if the Foreign such Purchaser is a partnership and one or more direct or indirect of its partners of such Foreign Purchaser are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each such direct and indirect partner;Withholding Agent to determine the amount of Tax (if any) required by Applicable Law to be withheld. (iii) if If a payment made to received by a Purchaser under any Loan Transaction Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent any Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent such Withholding Agent, such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as may be necessary for the Issuer and the Administrative such Withholding Agent to comply with their its obligations under FATCA and FATCA, to determine that such Purchaser has or has not complied with its such Purchaser’s obligations under FATCA or and, as necessary, to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(f)(iii), “FATCA” shall include any and all amendments made to FATCA after the date of this Agreement Date. Each Purchaser agrees that if and any form fiscal or certification it previously delivered expires regulatory legislation, rules or becomes obsolete or inaccurate practices adopted pursuant to any intergovernmental agreement entered into in any respect, it shall update such form or certification or promptly notify the Issuer and the Administrative Agent in writing of its legal inability to do soconnection with FATCA.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Notes Document shall deliver to the Issuer Representative and the Administrative Agent, at the time or times reasonably requested by the Issuer Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Issuer Representative or the Administrative Agent as will enable the Issuer Representative or the Administrative Agent to determine whether or not such Purchaser 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 Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Purchaser or its Affiliates. (ii) Without limiting the generality of the foregoing, in the event that the any Issuer is a U.S. Person, (iA) any Purchaser that is a U.S. Person shall deliver to the Issuer Representative and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Representative or the Administrative Agent), an executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (iiB) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Representative and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Representative or the Administrative Agent), whichever of the following is applicable: (A1) in the case of a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States U.S. is a party (x) with respect to payments of interest under any Loan Notes Document, an executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Notes Document, IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) in the case of a Foreign Purchaser claiming that its extension of credit will generate U.S. effectively connected income, an executed copies of IRS Form W-8ECI; (C3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the an Issuer within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copies of IRS Form W-8BEN or IRS Form W 8BENW-8BEN-E, as applicable; or (D4) to the extent a Foreign Purchaser is not the beneficial ownerBeneficial Owner, an executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, W-8BEN or IRS Form W 8BENW-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial ownerBeneficial Owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iiiC) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Representative and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Representative or the Administrative Agent), executed originals 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 Issuer Representative or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Loan Notes Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer Representative or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer Representative or the Administrative Agent as may be necessary for the Issuer Representative and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(D), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser 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 Issuer Representative and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Sellers and the Administrative Agent, at the time or times reasonably requested by the Issuer a Seller or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law or reasonably requested by the Issuer a Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer a Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by such Seller or the Agent as will enable the Issuer such Seller or the Administrative Agent to determine whether or not such Purchaser 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 Section 10.7(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer Seller is a U.S. Person,: (iA) any Purchaser that is a U.S. Person shall deliver to the Issuer Sellers and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer a Seller or the Administrative Agent), executed copies originals of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal Federal backup withholding tax; (iiB) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Sellers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer a Seller or the Administrative Agent), whichever of the following is applicable:; (A1) in the case of a Foreign Purchaser 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 Loan Transaction Document, executed copies originals of IRS Form W-8BEN or IRS Form W-8BEN, W-8BEN-E or any successor form establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN, W-8BEN-E or any successor form establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) executed copies originals of IRS Form W-8ECI; (C3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit XII-1 to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer either Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W-8BEN W-8BEN, W-8BEN-E or IRS Form W 8BEN-Eany successor form; or (D4) to the extent a Foreign Purchaser is not the beneficial owner, executed copies originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BENW-8BEN-EE or any successor form, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit XII-2 or Exhibit XII-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit XII-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Sellers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Agent), executed originals 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 Seller or the Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Loan Transaction Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer Seller or the Administrative Agent such documentation prescribed by applicable Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer Seller or the Administrative Agent as may be necessary for the Issuer Seller and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(D), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser 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 Issuer Sellers and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Loan Transaction Document shall deliver to the Issuer and the Administrative each Withholding Agent, at the time or times reasonably requested by the Issuer or the Administrative such Withholding Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by the Issuer or the Administrative any Withholding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by such Withholding Agent as will enable the Issuer or the Administrative such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding 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 clauses (A) through (E) of paragraph (f)(ii) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Withholding Agent shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the foregoing, in the event that the Issuer each Purchaser receiving any payment under any Transaction Document shall, if it is a U.S. Person, (i) any Purchaser that is a U.S. Person shall legally eligible to do so, deliver to the Issuer and the Administrative each Withholding Agent (in such number of copies as is reasonably requested by such Withholding Agent) on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement party hereto (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent)if not a party hereto, executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time it would, contingently or otherwise, become entitled to time thereafter upon the reasonable request of the Issuer or the Administrative Agentany payments hereunder), ▇▇▇▇ completed and executed copies of whichever of the following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (x1) with respect to payments of interest under any Loan Documentthis Agreement, executed copies of IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y2) with respect to any other applicable payments under any Loan Documentthis Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, both (x1) IRS Form W?8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate to the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, Code or (z) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (each, a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or); (DE) to in the extent case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is not the beneficial ownerowner of payments made under this Agreement (including a partnership or a participating Purchaser), executed copies of (1) an IRS Form W-8IMYW-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), accompanied by IRS Form W-8ECI(B), IRS Form W-8BEN(C), IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, as applicablepartner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if the Foreign such Purchaser is a partnership and one or more direct or indirect of its partners of such Foreign Purchaser are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each such direct and indirect partner;Withholding Agent to determine the amount of Tax (if any) required by Applicable Law to be withheld. (iii) if If a payment made to received by a Purchaser under any Loan Transaction Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent any Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent such Withholding Agent, such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as may be necessary for the Issuer and the Administrative such Withholding Agent to comply with their its obligations under FATCA and FATCA, to determine that such Purchaser has or has not complied with its such Purchaser’s obligations under FATCA or and, as necessary, to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(f)(iii), “FATCA” shall include any and all amendments made to FATCA after the date of this Agreement Date. Each Purchaser agrees that if and any form fiscal or certification it previously delivered expires regulatory legislation, rules or becomes obsolete or inaccurate practices adopted pursuant to any intergovernmental agreement entered into in any respect, it shall update such form or certification or promptly notify the Issuer and the Administrative Agent in writing of its legal inability to do soconnection with FATCA.

Status of Purchasers. Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Issuer and the Administrative Agent, at the time or times reasonably requested by the Issuer or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law as will enable the Issuer or the Administrative Agent to determine whether or not such Purchaser 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 shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person, (i) any Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Agent on or about the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Foreign Purchaser 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 Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or (D) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do so.party

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser 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 Sections 4.03(f)(ii)(A), 4.03(f)(ii)(B) and 4.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (i) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person,: (iA) any a Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or about the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed copies originals of IRS Internal Revenue Service Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (iiB) any Foreign Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Issuer Seller and the Administrative Agent (in such number of copies as shall be requested by the recipientSeller or Administrative Agent) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), whichever of the following is applicable: (A1) in the case of such a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party party, (x) with respect to payments of interest under any Loan Transaction Document, executed copies originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) executed copies originals of IRS Internal Revenue Service Form W-8ECI; (C3) in the case of such a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W 8BENW-8BEN-E, as applicable; or (D4) to the extent a Foreign such Purchaser is not the beneficial owner, executed copies originals of IRS Internal Revenue Service Form W-8IMY, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Internal Revenue Service Form W-8BEN or W-8BEN, IRS Form W 8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that that, if the Foreign such Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;; and (iiiC) if any Purchaser that is not a payment made U.S. Person shall, to a Purchaser under any Loan Document would be subject the extent it is legally entitled to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Codedo so, as applicable), such Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the Issuer recipient), from time to time upon the reasonable request of the Seller or the Administrative Agent, executed originals 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 Seller or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, withholding or deduction required to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do sobe made.

Status of Purchasers. (a) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Note Document shall deliver to the Issuer and the Administrative Collateral Agent, at the time or times reasonably requested by the Issuer or the Administrative Collateral Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative Collateral Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative Collateral Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by Issuer or Collateral Agent as will enable the Issuer or the Administrative Collateral Agent to determine whether or not such Purchaser 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 Sections 7(b)(i), 7(b)(ii) and 7(b)(iv) of this Exhibit C) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (b) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person, (i) any Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Collateral Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Collateral Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Foreign Purchaser 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 Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or (D) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do so.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Loan Transaction Document shall deliver to the Issuer and the Administrative each Withholding Agent, at the time or times reasonably requested by the Issuer or the Administrative such Withholding Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by the Issuer or the Administrative any Withholding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by such Withholding Agent as will enable the Issuer or the Administrative such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding 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 clauses (A) through (E) of paragraph (f)(ii) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Withholding Agent shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the foregoing, in the event that the Issuer each Purchaser receiving any payment under any Transaction Document shall, if it is a U.S. Person, (i) any Purchaser that is a U.S. Person shall legally eligible to do so, deliver to the Issuer and the Administrative each Withholding Agent (in such number of copies as is reasonably requested by such Withholding Agent) on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement party hereto (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent)if not a party hereto, executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time it would, contingently or otherwise, become entitled to time thereafter upon the reasonable request of the Issuer or the Administrative Agentany payments hereunder), ▇▇▇▇ completed and executed copies of whichever of the following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (x1) with respect to payments of interest under any Loan Documentthis Agreement, executed copies of IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y2) with respect to any other applicable payments under any Loan Documentthis Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, both (x1) IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate to the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, Code or (z) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (each, a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or); (DE) to in the extent case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is not the beneficial ownerowner of payments made under this Agreement (including a partnership or a participating Purchaser), executed copies of (1) an IRS Form W-8IMYW-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), accompanied by IRS Form W-8ECI(B), IRS Form W-8BEN(C), IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, as applicablepartner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if the Foreign such Purchaser is a partnership and one or more direct or indirect of its partners of such Foreign Purchaser are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each such direct and indirect partner;Withholding Agent to determine the amount of Tax (if any) required by Applicable Law to be withheld. (iii) if If a payment made to received by a Purchaser under any Loan Transaction Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent any Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent such Withholding Agent, such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as may be necessary for the Issuer and the Administrative such Withholding Agent to comply with their its obligations under FATCA and FATCA, to determine that such Purchaser has or has not complied with its such Purchaser’s obligations under FATCA or and, as necessary, to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(f)(iii), “FATCA” shall include any and all amendments made to FATCA after the date of this Agreement Date. Each Purchaser agrees that if and any form fiscal or certification it previously delivered expires regulatory legislation, rules or becomes obsolete or inaccurate practices adopted pursuant to any intergovernmental agreement entered into in any respect, it shall update such form or certification or promptly notify the Issuer and the Administrative Agent in writing of its legal inability to do soconnection with FATCA.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Loan Transaction Document shall deliver to the Issuer and the Administrative each Withholding Agent, at the time or times reasonably requested by the Issuer or the Administrative such Withholding Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by the Issuer or the Administrative any Withholding Agent, shall deliver such 1751633015 14453710 other documentation prescribed by applicable Law law or reasonably requested by such Withholding Agent as will enable the Issuer or the Administrative such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding 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 clauses (A) through (E) of paragraph (f)(ii) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Withholding Agent shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the foregoing, in the event that the Issuer each Purchaser receiving any payment under any Transaction Document shall, if it is a U.S. Person, (i) any Purchaser that is a U.S. Person shall legally eligible to do so, deliver to the Issuer and the Administrative each Withholding Agent (in such number of copies as is reasonably requested by such Withholding Agent) on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement party hereto (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent)if not a party hereto, executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time it would, contingently or otherwise, become entitled to time thereafter upon the reasonable request of the Issuer or the Administrative Agentany payments hereunder), ▇▇▇▇ completed and executed copies of whichever of the following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (x1) with respect to payments of interest under any Loan Documentthis Agreement, executed copies of IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y2) with respect to any other applicable payments under any Loan Documentthis Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with 1751633015 14453710 such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, both (x1) IRS Form W‑8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate to the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, Code or (z) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (each, a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or); (DE) to in the extent case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is not the beneficial ownerowner of payments made under this Agreement (including a partnership or a participating Purchaser), executed copies of (1) an IRS Form W-8IMYW-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), accompanied by IRS Form W-8ECI(B), IRS Form W-8BEN(C), IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, as applicablepartner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if the Foreign such Purchaser is a partnership and one or more direct or indirect of its partners of such Foreign Purchaser are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each such direct and indirect partner;Withholding Agent to determine the amount of Tax (if any) required by Applicable Law to be withheld. (iii) if If a payment made to received by a Purchaser under any Loan Transaction Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent any Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent such Withholding Agent, such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as may be necessary for the Issuer and the Administrative such Withholding Agent to comply with their its obligations under FATCA and FATCA, to determine that such Purchaser has or has not complied with its such Purchaser’s obligations under FATCA or and, as necessary, to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(f)(iii), “FATCA” shall include any and all amendments made to FATCA after 1751633015 14453710 the date of this Agreement Date. Each Purchaser agrees that if and any form fiscal or certification it previously delivered expires regulatory legislation, rules or becomes obsolete or inaccurate practices adopted pursuant to any intergovernmental agreement entered into in any respect, it shall update such form or certification or promptly notify the Issuer and the Administrative Agent in writing of its legal inability to do soconnection with FATCA.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Loan Transaction Document shall deliver to the Issuer and the Administrative each Withholding Agent, at the time or times reasonably requested by the Issuer or the Administrative such Withholding Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by the Issuer or the Administrative any Withholding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by such Withholding Agent as will enable the Issuer or the Administrative such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding 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 clauses (A) through (E) of paragraph (f)(ii) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Withholding Agent shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the foregoing, in the event that the Issuer each Purchaser receiving any payment under any Transaction Document shall, if it is a U.S. Person, (i) any Purchaser that is a U.S. Person shall legally eligible to do so, deliver to the Issuer and the Administrative each Withholding Agent (in such number of copies as is reasonably requested by such Withholding Agent) on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement party hereto (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent)if not a party hereto, executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time it would, contingently or otherwise, become entitled to time thereafter upon the reasonable request of the Issuer or the Administrative Agentany payments hereunder), ▇▇▇▇ completed and executed copies of whichever of the following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (x1) with respect to payments of interest under any Loan Documentthis Agreement, executed copies of IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y2) with respect to any other applicable payments under any Loan Documentthis Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E E, as applicable) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, both (x1) IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate to the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, Code or (z) a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (each, a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or); (DE) to in the extent case of a Foreign Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is not the beneficial ownerowner of payments made under this Agreement (including a partnership or a participating Purchaser), executed copies of (1) an IRS Form W-8IMYW-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), accompanied by IRS Form W-8ECI(B), IRS Form W-8BEN(C), IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, as applicablepartner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if the Foreign such Purchaser is a partnership and one or more direct or indirect of its partners of such Foreign Purchaser are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each such direct and indirect partner;Withholding Agent to determine the amount of Tax (if any) required by Applicable Law to be withheld. (iii) if If a payment made to received by a Purchaser under any Loan Transaction Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent any Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent such Withholding Agent, such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do so.Section

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Note Document shall deliver to the Issuer and the Administrative Agent, at the time or times reasonably requested by Issuer or the Agent (or, with respect to U.K. Withholding Taxes, deliver to Issuer and the Agent or submit to the appropriate Governmental Authority within twenty (20) days after a written request by the Issuer or the Administrative Agent), such properly completed and executed documentation reasonably requested by the Issuer or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholdingwithholding (to the extent legally possible). In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Issuer or the Agent as will enable the Issuer or the Administrative Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding 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 the documentation described in Section 2.08(g)(iii) below) shall not be required if in the Purchaser’s Purchasers’ reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person, (i) any Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Agent on or about the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon Upon the reasonable request of the Issuer or the Administrative Agent, any Purchaser shall update any form or certification previously delivered pursuant to this Section 2.08(g). If any form or certification previously delivered pursuant to this Section 2.08(g) expires or becomes obsolete or inaccurate in any respect with respect to a Purchaser, executed copies of IRS Form W-9 certifying that such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Issuer and the Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is exempt from U.S. federal backup withholding tax;legally eligible to do so. (ii) any Foreign Purchaser shall, Notwithstanding anything to the extent it contrary herein, a Purchaser shall be deemed to have satisfied the requirements of Section 2.08(g) if no U.K. Withholding Tax is legally entitled required to do so, deliver be withheld or deducted under a payment made under a Note Document due to the Issuer application of the quoted Eurobond exemption in Section 882 Income Tax 2007. For the avoidance of doubt and notwithstanding anything to the Administrative Agent (in such number contrary herein, none of copies the Purchasers as at the date of this Agreement shall be requested by required to comply with Section 2.08(g) for the recipient) on or about purposes of U.K. Withholding Tax prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request application of the aforementioned quoted Eurobond exemption so far as the Issuer is applying to list the Notes on the BSX (or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Foreign Purchaser 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 Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” another recognised stock exchange within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. 1005 Income Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or (D) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;Act 2007). (iii) if If a payment made to a Purchaser under any Loan Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser agrees that if it becomes aware that any form or certification it previously delivered expires has expired or becomes become obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Issuer and the Administrative Agent in writing of its legal inability to do so. (iv) To the extent that interest payable by the Issuer (or any intra-group loans) becomes subject to Swiss Withholding Tax, each relevant Purchaser and the Issuer shall reasonably co-operate in completing any procedural formalities (including submitting forms and documents required by the appropriate Governmental Authority) to the extent possible and necessary for the Issuer to obtain authorization (i) to make interest payments without them being subject to the Swiss Withholding Tax or (ii) to being subject to Swiss Withholding Tax at a rate reduced under any applicable double taxation treaty.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser 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 Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person,: (iA) any a Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser any payments are made under this Agreement (any Transaction Document and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed originals or copies of IRS Internal Revenue Service Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding taxTax; (iiB) any Foreign Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Issuer Seller and the Administrative Agent (in such number of copies as shall be requested by the recipientPurchaser) on or about prior to the date on which such Foreign Purchaser becomes a Purchaser any payments are made under this Agreement (any Transaction Document and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), whichever of the following is applicable: (A1) in the case of such a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party party, (x) with respect to payments of interest under any Loan Transaction Document, executed originals or copies of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) executed originals or copies of IRS Internal Revenue Service Form W-8ECI;; 758444419 21691544 46 (C3) in the case of such a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Issuer Seller within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W 8BENW-8BEN-E, as applicable; or (D4) to the extent a Foreign such Purchaser is not the beneficial owner, executed originals or copies of IRS Internal Revenue Service Form W-8IMY, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN, IRS Form W 8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that that, if the Foreign such Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;; and (iiiC) if any Purchaser that is not a payment made U.S. Person shall, to a Purchaser under any Loan Document would be subject the extent it is legally entitled to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Codedo so, as applicable), such Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the Issuer recipient), from time to time upon the reasonable request of the Seller or the Administrative Agent, executed originals or 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 Seller or the Administrative 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 Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its obligations under FATCA or to determine the amount, if any, withholding or deduction required to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do sobe made.

Status of Purchasers. Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer and the Administrative AgentSellers, at the time or times reasonably requested by the Issuer or the Administrative AgentSellers, such properly completed and executed documentation reasonably requested by the Issuer or the Administrative Agent Sellers as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative AgentSellers, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Sellers as will enable the Issuer or the Administrative Agent Sellers to determine whether or not such Purchaser 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 paragraphs (A), (B) and (D) of this Article 6(c)(v)) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Without limiting the generality of the foregoing, in the event that the Issuer is a U.S. Person,: (iA) any Purchaser that is a U.S. Person shall deliver to the Issuer and the Administrative Agent Sellers on or about the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative AgentSellers), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (iiB) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent Sellers (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative AgentSellers), whichever of the following is applicable: (A1) in the case of a Foreign Purchaser 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 Loan Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B2) executed copies of IRS Form W-8ECI; (C3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit XIV-A to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of any of the Issuer Sellers within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to any of the Issuer Sellers as described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BENW‑8BEN-E; or (D4) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BENW‑8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit XIV-B or Exhibit XIV-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit XIV-D on behalf of each such direct and indirect partner; (iiiC) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Sellers (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Sellers), 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 Sellers to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Loan Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Purchaser shall deliver to the Issuer and the Administrative Agent Sellers at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent Sellers such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Issuer or the Administrative Agent Sellers as may be necessary for the Issuer and the Administrative Agent Sellers to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(D), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser 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 Issuer Sellers and the Administrative Agent in writing of its legal inability to do so. For purposes of this Article 6(c)(v), the term “Purchaser” shall include any Transferee.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder or under any Loan Note Document shall deliver to the Issuer and the Administrative Agent, Borrower at the time or times reasonably requested by the Issuer or the Administrative Agent, Borrower such properly completed and executed documentation as reasonably requested by the Issuer or the Administrative Agent Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer or the Administrative AgentBorrower, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Borrower as will enable the Issuer or the Administrative Agent Borrower to determine whether or not such Purchaser 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 shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoingSection 3.5(e)(i), in the event that the Issuer is a U.S. Person, (i) any each Purchaser that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Person federal income tax purposes (a “Non-US Purchaser”) shall deliver promptly to the Issuer and the Administrative Agent Borrower, on or about prior to the Closing Date (in the case of each Purchaser listed on the signature pages hereof on or prior to the Closing Date or, if later, on or prior to the date on which such Purchaser becomes a Purchaser under party to this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative AgentAgreement), executed and at such other times as the Borrower reasonably requests, (i) two original copies of IRS Form W-9 certifying W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such Purchaser and, if applicable, the beneficial owner(s) of payments under the Note Documents, and such other documentation prescribed by the Code and applicable Treasury regulations or reasonably requested by the Borrower to establish, if applicable, that such Purchaser is exempt from U.S. federal backup not subject to (or is subject to a reduced rate of) deduction or withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Foreign Purchaser 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 Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments to such Purchaser under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption fromof the Note Documents, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of (ii) if such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of or other Person described in Section 881(c)(3)(A881(c)(3) of the Code, a “10 percent shareholder” Certificate Regarding Non-Bank Status that is substantially in the form of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed Exhibit B together with two original copies of IRS Form W-8BEN or IRS Form W 8BENW-8BEN-E; or E or W-8IMY (Dor any successor form), properly completed and duly executed by such Purchaser and, if applicable, the beneficial owner(s) of payments under the Note Documents, and such other documentation prescribed by the Code and applicable Treasury regulations or reasonably requested by the Borrower to the extent a Foreign establish, if applicable, that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal tax with respect to any payments to such Purchaser under any of the beneficial ownerNote Documents. Without limiting the generality of Section 3.5(e)(i), executed each Purchaser that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes (a “U.S. Purchaser”) shall deliver to the Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) and at such other times as the Borrower reasonably requests two original copies of IRS Form W-8IMYW-9 (or any successor form), accompanied properly completed and duly executed by IRS Form W-8ECIsuch Purchaser, certifying that such U.S. Purchaser is a “United States person” and is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser required to deliver any forms, certificates or other evidence with respect to United States federal tax withholding matters pursuant to this Section 3.5(e) hereby agrees, from time to time after the initial delivery by such Purchaser of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser shall promptly deliver to the Borrower two new original copies of IRS Form W-8BEN, IRS Form W 8BENW-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), or a U.S. Tax Compliance Certificate, Certificate Regarding Non-Bank Status and two original copies of IRS Form W-9W-8BEN, and/or other certification documents from W-8BEN-E or W-8IMY (or, in each beneficial ownercase, any successor form), as the case may be, properly completed and duly executed by such Purchaser and, if applicable; provided , the beneficial owner(s) of payments under the Note Documents, and such other documentation prescribed by the Code and applicable Treasury regulations or reasonably requested by the Borrower, if applicable, to confirm or establish that if the Foreign such Purchaser is a partnership and one not subject to deduction or more direct withholding of United States federal tax with respect to payments to such Purchaser under the Note Documents, or indirect partners promptly notify the Borrower of its legal inability to deliver any such Foreign Purchaser are claiming the portfolio interest exemptionforms, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;certificates or other evidence. (iii) if If a payment made to a Purchaser under any Loan Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer and the Administrative Agent Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Issuer or the Administrative Agent Borrower such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative Agent Borrower as may be necessary for the Issuer and the Administrative Agent Borrower to comply with their its obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(iii), “FATCA” shall include any amendments made to FATCA after the Agreement Date. Each Purchaser 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 Issuer and the Administrative Agent in writing of its legal inability to do sodate hereof.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Transaction Document shall deliver to the Issuer Seller and the Administrative Agent, at the time or times reasonably requested by the Issuer Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Issuer Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuer Seller or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Issuer Seller or the Administrative Agent to determine whether or not such Purchaser 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 Sections 4.03(f)(ii)(1), 4.03(f)(ii)(2), and 4.03(h)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. . (ii) Without limiting the generality of the foregoing, in the event that the Issuer Seller is a U.S. Person,: (i1) any Purchaser that is a U.S. Person shall deliver to the Issuer Seller and the Administrative Agent on or about prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Seller or the Administrative Agent), executed copies originals of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax;; and (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Foreign Purchaser 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 Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or (D) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii2) if a payment made to a Purchaser under any Loan Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser 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 Purchaser shall deliver to the Issuer Seller and the Administrative Agent at the time or 127256974\V-8 times prescribed by law Law and at such time or times reasonably requested by the Issuer Seller or the Administrative 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 Issuer Seller or the Administrative Agent as may be necessary for the Issuer Seller and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with its such Purchaser’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause 3.1(e)(iii(D), “FATCA” shall include any amendments made to FATCA after the Agreement Datedate of this Agreement. Each Purchaser 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 Issuer Seller and the Administrative Agent in writing of its legal inability to do so.