Common use of Tax Documentation Clause in Contracts

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate.

Tax Documentation. For (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the purposes Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of Sections 4(a)(iwithholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 4(a)(ii(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (i) Without limiting the generality of the foregoing: (A) any Lender that is a “United States person” (as defined under Section 7701(a)(30) of the Agreement, Counterparty Code) shall provide deliver to Dealer a valid the Borrower and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) Administrative Agent on or before prior to the date of execution of on which such Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor theretoform certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) each Foreign Lender shall, completed accurately to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent), provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Agreement shall deliver to the “corporation” box checked on line 3 thereof Borrower (i) on with a copy to the Administrative Agent), at the time or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand times prescribed by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, be made without any deduction withholding or withholding for or on account of any Tax or with such deduction at a reduced rate. For In addition, any Lender, if requested by the purposes Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 Sections 4(a)(isuch documentation (other than such documentation set forth in Section 2.16(f)(ii) and 4(a)(iibelow) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a “United States person” (as defined under Section 7701(a)(30) of the AgreementCode) shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), Dealer shall provide to Counterparty a valid duly completed and duly executed U.S. copies of Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately form certifying that such Lender is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent, provide but only if such other tax forms and documentsForeign Lender is legally entitled to do so), accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested in order to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested in order to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate.

Tax Documentation. For (i) Any Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Agreement and the “corporation” box checked on line 3 thereof related Loan Documents, shall deliver to the Borrower (iwith a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 2.16(f)(ii), 2.16(f)(iii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or before prior to the date of execution of on which such Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor theretoform certifying that such ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender shall, completed accurately to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent, provide but only if such other tax forms and documentsForeign Lender is legally entitled to do so), accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Agreement shall deliver to the “corporation” box checked on line 3 thereof Borrower (i) on with a copy to the Administrative Agent), at the time or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand times prescribed by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, be made without any deduction withholding or withholding for or on account of any Tax or with such deduction at a reduced rate. For In addition, any Lender, if requested by the purposes Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 Sections 4(a)(isuch documentation (other than such documentation set forth in Section 2.16(f)(ii) and 4(a)(iibelow) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the Agreementforegoing: (A) any Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), Dealer shall provide to Counterparty a valid duly completed and duly executed U.S. copies of Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately form certifying that such Lender is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent, provide but only if such other tax forms and documentsForeign Lender is legally entitled to do so), accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECIW-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate.

Tax Documentation. For (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under any Loan Document shall deliver to the purposes Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or as reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of Sections 4(a)(iwithholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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) and 4(a)(ii(B) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a “United States person” (as defined under Section 7701(a)(30) of the Agreement, Counterparty Code) shall provide deliver to Dealer a valid the Borrower and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately the Administrative Agent (and in a manner such additional copies as shall be reasonably acceptable to Dealer and, in particular, with requested by the “corporation” box checked on line 3 thereof (irecipient) on or before prior to the date of execution of on which such Lender become a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately form certifying that such Lender is exempt from U.S. federal backup withholding Tax; and (B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent, provide but only if such other tax forms and documentsForeign Lender is legally entitled to do so), accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty each of Party A and Party B shall provide to Dealer the other party the following tax forms, documents or certificates, as applicable: (i) Party B agrees to deliver a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; thereof, (ii) promptly upon reasonable demand by Dealer; Party A agrees to deliver U.S. Internal Revenue Service Form W-9, W-8ECI or W-8IMY (certifying to its status as “qualified derivatives dealer”), or any successor thereto, and (iii) promptly upon learning that Party A and Party B agree to deliver any such tax other form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, document that may be required or reasonably requested by the other party in order to allow Dealer such party to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax tax or with such deduction or withholding at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the AgreementIn each case, Dealer such form or document shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, be completed accurately and in a manner reasonably acceptable to Counterparty and, the other party and shall be delivered (a) in particular, with the “corporation” box checked on line 3 or 4 thereof, case of (i) and (ii), above, on or before the date of execution of this Confirmation; (iib) promptly upon reasonable demand by Counterpartythe other party; and (iiic) promptly upon learning that any such tax form previously provided by Dealer Party A or Party B, respectively, has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that Counterparts: (a) Counterparts may be required delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or reasonably requested other applicable law, e.g., AdobeSign (any such signature, an “Electronic Signature”)) or other transmission method and any counterpart so delivered shall be deemed to allow Counterparty have been duly and validly delivered and be valid and effective for all purposes. The words “execution,” “signed,” “signature” and words of like import in this Confirmation or in any other certificate, agreement or document related to make a payment this Confirmation shall include any Electronic Signature, except to the extent electronic notices are expressly prohibited under this ConfirmationConfirmation or the Agreement. (b) Notwithstanding anything to the contrary in the Agreement, including either party may deliver to the other party a notice relating to any Credit Support Document, without any deduction Event of Default or withholding for or on account of any Tax or with such deduction at a reduced rateTermination Event under this Confirmation by email.

Tax Documentation. For (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the purposes Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of Sections 4(a)(iwithholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 4(a)(ii(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a “United States person” (as defined under Section 7701(a)(30) of the Agreement, Counterparty Code) shall provide deliver to Dealer a valid the Borrower and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) Administrative Agent on or before prior to the date of execution of on which such Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor theretoform certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) each Foreign Lender shall, completed accurately to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent), provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Agreement shall deliver to the “corporation” box checked on line 3 thereof Borrower (i) on with a copy to the Administrative Agent), at the time or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand times prescribed by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, be made without any deduction withholding or withholding for or on account of any Tax or with such deduction at a reduced rate. For In addition, any Lender, if requested by the purposes Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 Sections 4(a)(isuch documentation (other than such documentation set forth in Section 2.16(f)(ii) and 4(a)(iibelow) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the Agreementforegoing: (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), Dealer shall provide to Counterparty a valid duly completed and duly executed U.S. copies of Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately form certifying that such Lender is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent, provide but only if such other tax forms and documentsForeign Lender is legally entitled to do so), accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the purposes Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of Sections 4(a)(iwithholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 4(a)(ii(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a “United States person” (as defined under Section 7701(a)(30) of the Agreement, Counterparty Code) shall provide deliver to Dealer a valid the Borrower and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately the Administrative Agent (and in a manner such additional copies as shall be reasonably acceptable to Dealer and, in particular, with requested by the “corporation” box checked on line 3 thereof (irecipient) on or before prior to the date of execution of on which such Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed originals of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately form certifying that such Lender is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent, provide but only if such other tax forms and documentsForeign Lender is legally entitled to do so), accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on Any Lender that is entitled to an exemption from or before reduction of withholding Tax with respect to payments made under this Agreement and the date related Loan Documents, shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the 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 Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 this Confirmation; such documentation (other than such documentation set forth in Sections 2.16(f)(ii), 2.16(f)(iii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) promptly Without limiting the generality of the foregoing: (A) any Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor theretoform certifying that such ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender shall, completed accurately to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before about the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent, provide but only if such other tax forms and documentsForeign Lender is legally entitled to do so), accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For the purposes of Sections 4(a)(i(i) Lender and 4(a)(iiany Assignee that is a United States Person, as defined in section 7701(a)(30) of the AgreementCode (a “U.S. Person”), Counterparty shall provide deliver to Dealer a valid and duly Borrower duplicate executed originals of U.S. Internal Revenue Service Form W-9, or any successor theretoform, completed accurately certifying that such Lender is entitled to an exemption from U.S. backup withholding tax on payments made under this Agreement and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof other Facility Documents. Such forms shall be delivered by each such U.S. Person (i) on or before the date of execution of it becomes a party to this Confirmation; Agreement, and (ii) promptly upon reasonable demand from time to time thereafter as reasonably requested by Dealer; and (iii) promptly upon learning that Borrower. Notwithstanding any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionallyother provision of this paragraph, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may neither Lender nor any Assignee shall be required or reasonably requested to allow Dealer deliver any form that such Person is not legally able to make deliver. (ii) Any Assignee that is not a payment under this ConfirmationUnited States Person, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(iias defined in Section 7701(a)(30) of the AgreementCode (a “Non-U.S. Person”), Dealer shall provide shall, to Counterparty a valid and duly the extent it is legally entitled to do so, deliver to Borrower duplicate executed originals of either U.S. Internal Revenue Service Form W-9 W-8BEN or Form W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty andor, in particularthe case of a Lender claiming exemption from U.S. federal withholding tax under Section 881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit D, with the “corporation” box checked on line 3 or 4 thereof, properly completed and duly executed by such Non-U.S. Person. Such forms shall be delivered by each Non-U.S. Person (i) on or before the date of execution of it becomes a party to this Confirmation; Agreement, and (ii) promptly upon reasonable demand from time to time thereafter as reasonably requested by Counterparty; and Borrower. (iii) Lender shall promptly upon learning that (A) notify Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such tax form previously provided by Dealer has become inaccurate or incorrect. Additionallysteps as shall not be materially disadvantageous to it, Dealer shallin the reasonable judgment of Lender, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that as may be required or reasonably requested necessary to allow Counterparty to make a payment under this Confirmation, including avoid any Credit Support Document, without any deduction or withholding for or on account requirement of applicable Laws of any Tax jurisdiction that Borrower make any withholding or with such deduction at a reduced ratefor taxes from amounts payable to Lender.

Tax Documentation. For (i) If the purposes Administrative Agent or any Lender is entitled to an exemption from or reduction of Sections 4(a)(iwithholding Tax with respect to payments made under any Credit Document, the Administrative Agent or such Lender shall deliver, to the extent it is legally entitled to do so, to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested in writing by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation that is required by applicable law or the administrative practice of any Governmental Authority and that is reasonably requested in writing by the Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent or any Lender, if reasonably requested in writing by the Borrower Representative or the Administrative Agent, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by applicable law and reasonably requested in writing by the Borrower Representative or the Administrative Agent as will enable the Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. (ii) Without limiting the generality of the foregoing, (A) the Administrative Agent shall, to the extent legally entitled to do so, deliver to the Borrower Representative on or prior to the date on which it becomes the Administrative Agent under this Agreement (and 4(a)(iifrom time to time thereafter upon the reasonable request of the Borrower Representative), executed originals of the applicable IRS Form W-8/W-9; (B) any Lender that is a U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (C) any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower 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 Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Lender 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 Credit Document, executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate) 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 Credit Document, 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; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate); or (4) to the extent a Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (as appropriate), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; and (D) the Administrative Agent and any successor theretoLender shall, completed accurately to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent (in a manner reasonably acceptable to Dealer and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 thereof (irecipient) on or before prior to the date of execution of on which the Administrative Agent or such Lender becomes the Administrative Agent or a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request of the Borrower Representative or the Administrative Agent), executed originals of any other form prescribed by Dealerapplicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, provideduly completed, together with such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that supplementary documentation as may be prescribed by applicable law to permit the Borrower Representative, withholding agent or Administrative Agent to determine the withholding or deduction required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced ratemade.

Tax Documentation. For Any non-US Lender that is entitled to an exemption from or reduction of withholding tax under United States law, or any treaty to which the purposes United States is a party, with respect to payments hereunder or under any other Finance Document shall deliver to the Borrower (with a copy to the Agent), at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of Sections 4(a)(i) and 4(a)(ii) withholding. In addition, any Lender, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the Agreementforegoing, Counterparty any non-US Lender shall provide use its reasonable endeavours to Dealer deliver to the Borrower and the Agent (in such number of copies as shall be reasonably requested by the recipient) the following: (a) on or prior to the date on which such non-US Lender becomes a valid Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent, but only if such non-US Lender is legally entitled to do so), whichever of the following is applicable: (i) duly executed U.S. completed copies of Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; party; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and ; (iii) promptly upon learning in the case of a non-U.S. Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such non-US Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN; or (iv) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; and (b) for payments made after 31 December 2012, by the later of (a) the date on which a non-U.S. Lender becomes a Lender hereunder or reasonably requested (b) 30 days prior to allow Counterparty to make the date on which a payment after December 31, 2012 to such non-U.S. Lender is due, evidence of such non-US Lender’s agreement with the Secretary of the Treasury pursuant to Section 1471(b) of the Internal Revenue Code, or, in the case of a non-US Lender that is a non-financial foreign entity under this ConfirmationSection 1472 of the Internal Revenue Code, including (a) a certification that such non-US Lender does not have any Credit Support Documentsubstantial United States owners or (b) the name, without any deduction or withholding for or on account address and TIN of any Tax or with such deduction at a reduced rateeach substantial United States owner of the non-US Lender. For purposes of the preceding sentence, “substantial United States owners” shall have the meaning set forth in Section 1473(2) of the Internal Revenue Code.

Tax Documentation. For (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Agreement shall deliver to the “corporation” box checked on line 3 thereof Borrower (iwith a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or before prior to the date of execution of on which such Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty form certifying that such Lender is exempt from U.S. federal backup withholding tax; and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate.

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty Party B shall provide to Dealer Party A a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed completely accurately and in a manner reasonably acceptable to Dealer Party A [and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporationpartnership” box checked on line 3 or 4 thereof], (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by CounterpartyParty A; and (iii) promptly upon learning that any such tax form previously provided by Dealer Party B has become inaccurate invalid, inaccurate, obsolete or incorrect. Additionally, Dealer Party B shall, promptly upon reasonable request by CounterpartyParty A, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or documents reasonably requested by Party A. U.S. Stay Regulations: The parties agree that the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”) page at ▇▇▇.▇▇▇▇.▇▇▇ and, a copy of which is available upon request), the effect of which is to allow Counterparty amend the qualified financial contracts between the parties thereto to make conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a payment under part of this Confirmation, including any Credit Support Documentand for such purposes this Confirmation shall be deemed a “Covered Agreement,” Party A shall be deemed a “Covered Entity” and Party B shall be deemed a “Counterparty Entity.” In the event that, without any deduction or withholding for or on account after the date of this Confirmation, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any Tax inconsistencies between this Confirmation and the terms of the Protocol or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this Confirmation” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with such deduction at a reduced rateall references to Party A replaced by references to the covered affiliate support provider.

Tax Documentation. For (i) Any Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Agreement and the “corporation” box checked on line 3 thereof other Loan Documents shall deliver to the Borrower (iwith a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 2.16(f)(ii)(A), 2.16(f)(ii)(B)(w)-(y), 2.16(f)(iii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or before prior to the date of execution of on which such Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor theretoform certifying that such ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender, completed accurately shall to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent), provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For (i) Any Lender 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 purposes Company and Administrative Agent, at the time or times reasonably requested by the Company or Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of Sections 4(a)(iwithholding. In addition, any Lender, if reasonably requested by the Company or Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Company or Administrative Agent as will enable the Company or Administrative Agent to determine whether or not such Lender 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 3.01(d)(ii)(A), (ii)(B) and 4(a)(ii(ii)(C) below) shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, (A) Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the AgreementInternal Revenue Code) for United States federal income tax purposes (a "Non-US Lender") shall deliver to Administrative Agent (for transmission to the Company upon the Company's written request), Counterparty shall provide on or prior to Dealer the date hereof (in the case of each Lender listed on the signature pages hereof on the date hereof) or on or prior to the date such Person becomes a valid Lender hereunder, and duly executed U.S. at such other times as may be necessary in the determination of Administrative Agent (in its reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-9W-8IMY (with appropriate attachments), W-8BEN or W-8ECI (or any successor forms), as applicable, properly completed and duly executed by such Lender to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents, and (ii) if such Lender is claiming exemption from United States federal income tax under Section 871(h) or 881(c) of the Internal Revenue Code, a Certificate Regarding Non-Bank Status, properly completed and duly executed by such Lender. Each Lender required to deliver any forms or certificates with respect to United States federal income tax withholding matters pursuant to this Section 2.19(d) hereby agrees, from time to time after the initial delivery by such Lender of such forms or certificates, whenever a lapse in time or change in circumstances renders such forms or certificates obsolete or inaccurate in any material respect, that such Lender shall deliver to Administrative Agent (for transmission to the Company upon the Company's written request) two new original copies of Internal Revenue Service Form W-8IMY (with appropriate attachments thereto), completed accurately and in a manner reasonably acceptable to Dealer W-8BEN or W-8ECI, as applicable, and, in particularif applicable, a Certificate Regarding Non-Bank Status (or any successor forms), as the case may be, properly completed and duly executed by such Lender, or notify Administrative Agent and the Company of its inability to deliver any such forms or certificates. Notwithstanding the above, a Non-US Lender shall not be required to deliver any form pursuant to Section 2.19(d)(i) that such Non-US Lender is not legally able to deliver. (B) If a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the “corporation” box checked on line 3 thereof applicable reporting requirements of FATCA (iincluding those contained in Section 1471(b) on or before 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or 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 Company or Administrative Agent as may be necessary for the Company and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.19(d)(ii)(B), FATCA shall include any amendments made to FATCA after the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrectAgreement. AdditionallyNotwithstanding the above, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may Lender shall not be required to deliver any form or reasonably requested other form of documentation pursuant to allow Dealer this Section 2.19(d)(ii)(B) that such Lender is not legally able to make deliver. (C) Each Lender that is a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with United States Person (as such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(iiterm is defined in Section 7701(a)(30) of the AgreementInternal Revenue Code) for United States federal income tax purposes shall deliver to Administrative Agent (for transmission to the Company upon the Company's written request), Dealer shall provide on or prior to Counterparty the Interim Facility Effective Date (in the case of each such Lender listed on the signature pages hereof on the Interim Facility Effective Date) or on or prior to the date such Person becomes a valid Lender hereunder, and duly executed U.S. at such other times as may be necessary in the determination of Administrative Agent (in its reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 or W-8ECI, (or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (iforms) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately properly completed and in a manner reasonably acceptable duly executed by such Lender to Counterpartyestablish that such Lender is not subject to United States backup withholding taxes with respect to any payments to such Lender of principal, that may be required interest, fees or reasonably requested to allow Counterparty to make a payment other amounts payable under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced ratethe Loan Documents.

Tax Documentation. For (i) Any Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Agreement and the “corporation” box checked on line 3 thereof other Loan Documents shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 2.16(f)(ii)(A), 2.16(f)(ii)(B)(w)-(y), 2.16(f)(iii) and 2.16(g) below) shall not be 65 Revolving Credit Agreement required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (i) Without limiting the generality of the foregoing: (A) any Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or before prior to the date of execution of on which such Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor theretoform certifying that such ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender, completed accurately shall to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent, provide but only if such other tax forms and documentsForeign Lender is legally entitled to do so), accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty Party B shall provide to Dealer Party A a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by CounterpartyParty A; and (iii) promptly upon learning that any such tax form previously provided by Dealer Party B has become inaccurate invalid, obsolete, or incorrect. Additionally, Dealer Party B shall, promptly upon reasonable request by CounterpartyParty A, provide such other tax forms and documentsdocuments reasonably requested by Party A. Party A shall provide to Party B a valid and duly executed Form W-8IMY and a withholding statement with an attached U.S. Internal Revenue Service Form W-9 from Deutsche Bank New York Branch. Party A acknowledges that Party B has entered, accurately completed or may in the future enter, into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party B agrees not to designate a “Settlement Date” with respect to any Other Forwards in respect of a manner reasonably acceptable “Cash Settlement” or “Net Share Settlement” if any of the period from the beginning of the corresponding “Unwind Period” to Counterpartysuch “Settlement Date” for such Other Forward would overlap with any portion of an Unwind Period for this Transaction; provided, however, that Party B may allow for such overlap with an Other Forward with no more than one Other Dealer (each such period, an “Overlap Unwind Period”), so long as Party B (i) notifies Party A at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and (ii) each of Party A and such Other Dealer shall be required permitted to purchase Shares to unwind its respective hedge positions in respect of this Transaction or reasonably requested such Other Forward, as the case may be, only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first or second Scheduled Trading Day of such Overlap Unwind Period, as notified to allow Counterparty Party A by Party B at least one Scheduled Trading Day prior to make a payment under this Confirmationthe commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, including any Credit Support Documentfor the avoidance of doubt, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced ratewill be every other Scheduled Trading Day).

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty Forward Purchaser shall provide to Dealer the Company a valid and duly executed U.S. Internal Revenue Service [Form W-9]15[Form W-8ECI]16, or any successor[s] thereto, and the Company shall provide to Forward Purchaser, a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereofeach case, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterpartythe other party; and (iii) promptly upon learning that any such tax form previously provided by Dealer Forward Purchaser or the Company, respectively, has become inaccurate invalid, obsolete, or incorrect. Additionally, Dealer each of Forward Purchaser and the Company shall, promptly upon reasonable request by Counterpartythe other party, provide such other tax forms and documentsdocuments requested by the other party. (m) [U.S. Resolution Stay Protocol.17 The parties agree that the terms of Section 1 and Section 2 and the related defined terms (together, accurately completed the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and in Corporate Groups) published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”) page at ▇▇▇.▇▇▇▇.▇▇▇, a manner reasonably acceptable copy of which is available upon request), the effect of which is to Counterpartyamend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, that may are hereby incorporated into and form a part of the Agreement, and for such purposes, the Agreement shall be required or reasonably requested deemed a “Covered Agreement,” Forward Purchaser shall be deemed a “Covered Entity” and the Company shall be deemed a “Company Entity”. In the event that, after the date of the Agreement, both parties hereto become adhering parties to allow Counterparty to make a payment under the Protocol, the terms of the Protocol will replace the terms of this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account paragraph. In the event of any Tax inconsistencies between the Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “the Agreement” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with such deduction all references to Forward Purchaser replaced by references to the covered affiliate support provider. “QFC Stay Rules” means the regulations codified at a reduced rate12 C.F.R. 252.2, 252.81—8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an 15 Insert if U.S. dealer. 16 Insert if non-U.S. dealer (transacting through U.S. office). 17 Include as applicable.

Tax Documentation. For (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Agreement shall deliver to the “corporation” box checked on line 3 thereof Borrower (i) on with a copy to the Administrative Agent), at the time or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand times prescribed by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, be made without any deduction withholding or withholding for or on account of any Tax or with such deduction at a reduced rate. For In addition, any Lender, if requested by the purposes Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 Sections 4(a)(isuch documentation (other than such documentation set forth in Section 2.16(f)(ii) and 4(a)(iibelow) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a “United States person” (as defined under Section 7701(a)(30) of the AgreementCode) shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), Dealer shall provide to Counterparty a valid duly completed and duly executed U.S. copies of Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty form certifying that such Lender is exempt from U.S. federal backup withholding tax; and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate.

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, : (1) Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporationC Corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i. (2) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporationC Corporation” or “Corporation” box checked on line 3 or 4 thereof, respectively, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, . (3) Counterparty and Dealer shall, promptly upon reasonable request by Counterparty, provide such agree to deliver any other tax forms and documentsform or document, accurately completed and in a manner reasonably acceptable satisfactory to Counterpartythe other party, that may be required or reasonably requested in order to allow Counterparty the other party to make a payment under this ConfirmationConfirmation or the Agreement, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced raterate promptly upon the reasonable demand of such other party and promptly upon learning that the information on any such previously delivered form is inaccurate or incorrect.

Tax Documentation. For (i) Any Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is 80 767993213 21683072 located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Loan Documents shall deliver to the “corporation” box checked on line 3 thereof Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 2.15(f)(ii), 2.15(f)(iii) and 2.15(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (i) Without limiting the generality of the foregoing: (A) any Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or before prior to the date of execution of on which such Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately form certifying that such ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in a manner reasonably acceptable to Counterparty and, in particular, with such number of copies as shall be requested by the “corporation” box checked on line 3 or 4 thereof, (irecipient) on or before prior to the date of execution of on which such Foreign Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon the reasonable request by Counterpartyof the Borrower or the Administrative Agent, provide but only if such other tax forms and documentsForeign Lender is legally entitled to do so), accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account whichever of any Tax or with such deduction at a reduced rate.the following is applicable:

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “C corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “C corporation” box checked on line 3 or 4 thereof“corporation” box checked on line 4, as applicable, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate.

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty Party B shall provide to Dealer Party A a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by CounterpartyParty A; and (iii) promptly upon learning that any such tax form previously provided by Dealer Party B has become inaccurate invalid, obsolete, or incorrect. Additionally, Dealer Party B shall, promptly upon reasonable request by CounterpartyParty A, provide such other tax forms and documentsdocuments reasonably requested by Party A. Party A acknowledges that Party B has entered, accurately completed or may in the future enter, into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party B agrees not to designate a “Settlement Date” with respect to any Other Forwards in respect of a manner reasonably acceptable “Cash Settlement” or “Net Share Settlement” if any of the period from the beginning of the corresponding “Unwind Period” to Counterpartysuch “Settlement Date” for such Other Forward would overlap with any portion of an Unwind Period for this Transaction; provided, however, that Party B may allow for such overlap with an Other Forward with no more than one Other Dealer (each such period, an “Overlap Unwind Period”), so long as Party B (i) notifies Party A at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and (ii) each of Party A and such Other Dealer shall be required permitted to purchase Shares to unwind its respective hedge positions in respect of this Transaction or reasonably requested such Other Forward, as the case may be, only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first or second Scheduled Trading Day of such Overlap Unwind Period, as notified to allow Counterparty Party A by Party B at least one Scheduled Trading Day prior to make a payment under this Confirmationthe commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, including any Credit Support Documentfor the avoidance of doubt, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced ratewill be every other Scheduled Trading Day).

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this each Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, Confirmation without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. Annex II-27 For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service [Form W-9 or W-8ECI], or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Master Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, Confirmation without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate.

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide Party A and Party B each agrees to Dealer deliver a valid and duly executed U.S. Internal Revenue Service Form [W-9], or any successor thereto, completed completely accurately and in a manner reasonably acceptable to Dealer such other party and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporationpartnership” box checked on line 3 or 4 thereof], (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterpartysuch other party; and (iii) promptly upon learning that any such tax form it previously provided by Dealer to such other party has become inaccurate invalid, inaccurate, obsolete or incorrect. Additionally, Dealer each party shall, promptly upon reasonable request by Counterpartythe other party, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or documents reasonably requested by such other party. U.S. Stay Regulations: [The parties agree that the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”) page at ▇▇▇.▇▇▇▇.▇▇▇ and, a copy of which is available upon request), the effect of which is to allow Counterparty amend the qualified financial contracts between the parties thereto to make conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a payment under part of this Confirmation, including any Credit Support Documentand for such purposes this Confirmation shall be deemed a “Covered Agreement,” Party A shall be deemed a “Covered Entity” and Party B shall be deemed a “Counterparty Entity.” In the event that, without any deduction or withholding for or on account after the date of this Confirmation, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any Tax inconsistencies between this Confirmation and the terms of the Protocol or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this Confirmation” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with such deduction at a reduced rateall references to Party A replaced by references to the covered affiliate support provider.

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this each Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, Confirmation without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service [Form W-9 or W-8ECI], or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Master Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, Confirmation without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate.

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty each of Party A and Party B shall provide to Dealer the other party the following tax forms, documents or certificates, as applicable: (i) Party B agrees to deliver a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; thereof, (ii) promptly upon reasonable demand by Dealer; Party A agrees to deliver U.S. Internal Revenue Service Form W-9, W-8ECI or W-8IMY (certifying to its status as “qualified derivatives dealer”), or any successor thereto, and (iii) promptly upon learning that Party A and Party B agree to deliver any such tax other form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, document that may be required or reasonably requested by the other party in order to allow Dealer such party to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax tax or with such deduction or withholding at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the AgreementIn each case, Dealer such form or document shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, be completed accurately and in a manner reasonably acceptable to Counterparty and, the other party and shall be delivered (a) in particular, with the “corporation” box checked on line 3 or 4 thereof, case of (i) and (ii), above, on or before the date of execution of this Confirmation; (iib) promptly upon reasonable demand by Counterpartythe other party; and (iiic) promptly upon learning that any such tax form previously provided by Dealer Party A or Party B, respectively, has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that Counterparts: (a) Counterparts may be required delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or reasonably requested other applicable law, e.g., AdobeSign (any such signature, an “Electronic Signature”)) or other transmission method and any counterpart so delivered shall be deemed to allow Counterparty have been duly and validly delivered and be valid and effective for all purposes. The words “execution,” “signed,” “signature” and words of like import in this Confirmation or in any other certificate, agreement or document related to make a payment this Confirmation shall include any Electronic Signature, except to the extent electronic notices are expressly prohibited under this ConfirmationConfirmation or the Agreement. (b) Notwithstanding anything to the contrary in the Agreement, including either party may deliver to the other party a notice relating to any Credit Support DocumentEvent of Default or Termination Event under this Confirmation by email. Other Forwards / Dealers: Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each, without an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for such Other Forwards coincides for any deduction or withholding period of time with an Unwind Period for or on account the Transaction (the “Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of any Tax or with such deduction at a reduced rate.Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of the

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, to the extent it is permitted by law,, such other tax forms and documents, accurately completed and in a manner reasonably acceptable satisfactory to Dealer, that may be required or reasonably requested in order to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax tax or with such deduction or withholding at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide provide, to the extent it is permitted by law, such other tax forms and documents, accurately completed and in a manner reasonably acceptable satisfactory to Counterparty, that may be required or reasonably requested in order to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax tax or with such deduction or withholding at a reduced rate.

Tax Documentation. For (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Company and the purposes Administrative Agent, at the time or times reasonably requested by Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of Sections 4(a)(iwithholding. In addition, any Lender, if reasonably requested by Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by Company or the Administrative Agent as will enable Company or the Administrative Agent to determine whether or not such Lender 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 3.01(e)(ii)(A), (ii)(B) and 4(a)(ii(ii)(D) below) shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, (A) Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the AgreementInternal Revenue Code) for United States federal income tax purposes (a "Non-US Lender") shall deliver to Administrative Agent (for transmission to Company upon Company's written request), Counterparty shall provide on or prior to Dealer the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date such Person becomes a valid Lender hereunder, and duly executed U.S. at such other times as may be necessary in the determination of Administrative Agent (in its reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-9W-8IMY (with appropriate attachments), W-8BEN or W-8ECI (or any successor forms), as applicable, properly completed and duly executed by such Lender to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents, and (ii) if such Lender is claiming exemption from United States federal income tax under Section 871(h) or 881(c) of the Internal Revenue Code, a Certificate Regarding Non-Bank Status, properly completed and duly executed by such Lender. Each Lender required to deliver any forms or certificates with respect to United States federal income tax withholding matters pursuant to this Section 2.19(d) hereby agrees, from time to time after the initial delivery by such Lender of such forms or certificates, whenever a lapse in time or change in circumstances renders such forms or certificates obsolete or inaccurate in any material respect, that such Lender shall deliver to Administrative Agent (for transmission to Company upon Company's written request) two new original copies of Internal Revenue Service Form W-8IMY (with appropriate attachments thereto), completed accurately and in a manner reasonably acceptable to Dealer W-8BEN or W-8ECI, as applicable, and, in particularif applicable, a Certificate Regarding Non-Bank Status (or any successor forms), as the case may be, properly completed and duly executed by such Lender, or notify Administrative Agent and Company of its inability to deliver any such forms or certificates. Notwithstanding the above, a Non-US Lender shall not be required to deliver any form pursuant to Section 2.19(d)(i) that such Non-US Lender is not legally able to deliver. (B) If a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the “corporation” box checked on line 3 thereof applicable reporting requirements of FATCA (iincluding those contained in Section 1471(b) on or before 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Company and Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by Company or 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 Company or Administrative Agent as may be necessary for Company and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.19(d)(ii)(B)(B), FATCA shall include any amendments made to FATCA after the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrectAgreement. AdditionallyNotwithstanding the above, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may Lender shall not be required to deliver any form or reasonably requested other form of documentation pursuant to allow Dealer this Section 2.19(d)(ii)(B)(B) that such Non-US Lender is not legally able to make deliver. (C) Each Lender that is a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with United States Person (as such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(iiterm is defined in Section 7701(a)(30) of the AgreementInternal Revenue Code) for United States federal income tax purposes shall deliver to Administrative Agent (for transmission to Company upon Company's written request), Dealer shall provide on or prior to Counterparty the Closing Date (in the case of each such Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date such Person becomes a valid Lender hereunder, and duly executed U.S. at such other times as may be necessary in the determination of Administrative Agent (in its reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 or W-8ECI, (or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (iforms) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately properly completed and in a manner reasonably acceptable duly executed by such Lender to Counterpartyestablish that such Lender is not subject to United States backup withholding taxes with respect to any payments to such Lender of principal, that may be required interest, fees or reasonably requested to allow Counterparty to make a payment other amounts payable under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced ratethe Loan Documents.

Tax Documentation. For Any Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Agreement and the “corporation” box checked on line 3 thereof related Loan Documents, shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without 106 Revolving Credit and Term Loan Agreement (i) Without limiting the generality of the foregoing: (A) any Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or before prior to the date of execution of on which such Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECIany successor form certifying that such Lender is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower 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 Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (w) duly completed and executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E or any successor theretoform claiming eligibility for benefits of an income tax treaty to which the United States is a party, (x) duly completed accurately and in a manner reasonably acceptable copies of Internal Revenue Service Form W-8ECI or any successor form certifying that the income receivable pursuant to Counterparty and, in particular, this Agreement is effectively connected with the conduct of a trade or business in the United States, (y) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (I) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; described in 107 Revolving Credit and Term Loan Agreement (ii) In addition, each Lender shall deliver such forms promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that the obsolescence, expiration or invalidity of any such tax form previously delivered by such Lender; provided by Dealer has become inaccurate it is legally able to do so at the time. Each Lender shall promptly notify the Borrower and the Administrative Agent at any time the chief tax officer of such Lender (or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable person so responsible) becomes aware that it no longer satisfies the legal requirements to Counterparty, that may be required provide any previously delivered form or reasonably requested certificate to allow Counterparty to make a payment under this Confirmation, including the Borrower (or any Credit Support Document, without any deduction other form of certification adopted by the U.S. or withholding other taxing authorities for or on account of any Tax or with such deduction at a reduced ratepurpose).

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, : (1) Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9W‑9, or any successor thereto, that eliminates U.S. federal backup withholding tax on payments to Counterparty under this Agreement completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporationC Corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i. (2) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporationC Corporation” or “Corporation” box checked on line 3 or 4 thereof, respectively, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, . (3) Counterparty and Dealer shall, promptly upon reasonable request by Counterparty, provide such agree to deliver any other tax forms and documentsform or document, accurately completed and in a manner reasonably acceptable satisfactory to Counterpartythe other party, that may be required or reasonably requested to allow Counterparty the other party to make a payment under this ConfirmationConfirmation or the Agreement, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced raterate promptly upon the reasonable demand of such other party and promptly upon learning that the information on any such previously delivered form is inaccurate or incorrect.

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, that eliminates U.S. federal backup withholding tax on payments to Counterparty under this Master Confirmation with the “C Corporation” box checked on line 3 thereof, Such form shall be completed accurately and in a manner reasonably acceptable to the Dealer and, in particular, with the “corporation” box checked on line 3 thereof and shall be delivered (i) on or before the date of execution of this Master Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, provide such other tax forms and documents, accurately completed documents (to the extent it is so entitled to provide legally and in a manner reasonably acceptable to Dealer, that may be required or without undue burden) reasonably requested by Dealer to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, the applicable Confirmation without any deduction or withholding for or on account of any Tax tax or with such deduction or withholding at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI[W-9]5[W-8ECI]6, or any successor thereto, . Such form shall be completed accurately and in a manner reasonably acceptable to the Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, and shall be delivered (i) on or before the date of execution of this Master Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed documents (to the extent it is so entitled to provide legally and in a manner reasonably acceptable to Counterparty, that may be required or without undue burden) reasonably requested by Counterparty to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, the applicable Confirmation without any deduction or withholding for or on account of any Tax tax or with such deduction or withholding at a reduced rate. 5 Dealer to confirm. 6 Dealer to confirm.

Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty Party B shall provide to Dealer Party A a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completely completed accurately and in a manner reasonably acceptable to Dealer Party A and, in particular, with the “C corporation” or “partnership” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by CounterpartyParty A; and (iii) promptly upon learning that any such tax form previously provided by Dealer Party B has become inaccurate invalid, inaccurate, obsolete or incorrect. Additionally, Dealer Party B shall, promptly upon reasonable request by CounterpartyParty A, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or documents reasonably requested by Party A. U.S. Stay Regulations: The parties agree that the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”) page at ▇▇▇.▇▇▇▇.▇▇▇ and, a copy of which is available upon request), the effect of which is to allow Counterparty amend the qualified financial contracts between the parties thereto to make conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a payment under part of this Confirmation, including any Credit Support Documentand for such purposes this Confirmation shall be deemed a “Covered Agreement,” Party A shall be deemed a “Covered Entity” and Party B shall be deemed a “Counterparty Entity.” In the event that, without any deduction or withholding for or on account after the date of this Confirmation, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any Tax inconsistencies between this Confirmation and the terms of the Protocol or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this Confirmation” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with such deduction at a reduced rateall references to Party A replaced by references to the covered affiliate support provider.

Tax Documentation. For Without limiting the purposes of Sections 4(a)(i) and 4(a)(ii) generality of the Agreementforegoing, Counterparty in the event that the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall provide deliver to Dealer the Borrower 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 Lender becomes a valid Lender under this Credit Agreement (and from time to time thereafter upon the request of the Borrower or the Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (i) duly executed U.S. completed copies of Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; party, (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, (iii) in the case of a Foreign Lender 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 Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or (iv) any successor theretoother form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made. If a payment made to a Lender or Issuing Bank under any Credit Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender or Issuing Bank fails to comply with any requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, completed accurately and in a manner reasonably acceptable to Counterparty andas applicable), in particular, such Lender or Issuing Bank shall (A) enter into such agreements with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this ConfirmationIRS as necessary to establish an exemption from withholding under FATCA; (iiB) promptly upon reasonable demand comply with any certification, documentation, information, reporting or other requirement necessary to establish an exemption from withholding under FATCA; (C) provide any documentation reasonably requested by Counterpartythe Borrower or the Agent sufficient for the Agent and the Borrower to comply with their respective obligations, if any, under FATCA and to determine that such Lender or Issuing Bank has complied such applicable requirements; and (iiiD) promptly upon learning provide a certification signed by the chief financial officer, principal accounting officer, treasurer or controller of such Lender or Issuing Bank certifying that such Lender or Issuing Bank has complied with any necessary requirements to establish an exemption from withholding under FATCA. To the extent that the relevant documentation provided pursuant to this paragraph is rendered obsolete or inaccurate in any material respect as a result of changes in circumstances with respect to the status of a Lender or Issuing Bank, such tax form previously provided by Dealer has become inaccurate Lender or incorrect. Additionally, Dealer Issuing Lender shall, promptly upon reasonable request to the extent permitted by Counterpartyapplicable law, provide deliver to the Borrower and the Agent revised and/or updated documentation sufficient for the Borrower and the Agent to confirm such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required Lender’s or reasonably requested to allow Counterparty to make a payment such Issuing Bank’s compliance with their respective obligations under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rateFATCA.

Tax Documentation. For Any Lender that is entitled to an exemption from or reduction of withholding tax under the purposes of Sections 4(a)(i) and 4(a)(ii) law of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9jurisdiction in which the Borrower is located, or any successor thereto, completed accurately and in treaty to which such jurisdiction is a manner reasonably acceptable to Dealer and, in particularparty, with respect to payments under this Agreement and the “corporation” box checked on line 3 thereof related Loan Documents, shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender 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 2.16(f)(i), 2.16(f)(ii) and 2.16(g) below) shall not be required if in the (i) Without limiting the generality of the foregoing: (A) any Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or before prior to the date of execution of on which such Lender becomes a Lender under this Confirmation; Agreement (ii) promptly and from time to time thereafter upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon the reasonable request by Dealerof the Borrower or the Administrative Agent), provide, such other tax forms and documents, accurately duly completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account executed copies of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECIany successor form certifying that such Lender is exempt from U.S. federal backup withholding tax; and (B) each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower 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 Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (w) duly completed and executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E or any successor theretoform claiming eligibility for benefits of an income tax treaty to which the United States is a party, (x) duly completed accurately and in a manner reasonably acceptable copies of Internal Revenue Service Form W-8ECI or any successor form certifying that the income receivable pursuant to Counterparty and, in particular, this Agreement is effectively connected with the conduct of a trade or business in the United States, (y) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (I) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” box checked on line 3 described in Section 881(c)(3)(C) of the Code and (II) duly completed and executed copies of Internal Revenue Service Form W-8BEN or 4 thereofW-8BEN-E (or any successor form) certifying that the Foreign Lender is not a United States Person, or (iz) on any other form including Internal Revenue Service Form W-8IMY as applicable prescribed by applicable law as a basis for claiming exemption from or before 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 date of execution of this Confirmation; Borrower to determine the withholding or deduction required to be made. (ii) In addition, each Lender shall deliver such forms promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that the obsolescence, expiration or invalidity of any such tax form previously delivered by such Lender; provided by Dealer has become inaccurate it is legally able to do so at the time. Each Lender shall promptly notify the Borrower and the Administrative Agent at any time the chief tax officer of such Lender (or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable person so responsible) becomes aware that it no longer satisfies the legal requirements to Counterparty, that may be required provide any previously delivered form or reasonably requested certificate to allow Counterparty to make a payment under this Confirmation, including the Borrower (or any Credit Support Document, without any deduction other form of certification adopted by the U.S. or withholding other taxing authorities for or on account of any Tax or with such deduction at a reduced ratepurpose).