Common use of FATCA Information Clause in Contracts

FATCA Information. (a) Subject to paragraph (c) below, the Agent shall, within ten Business Days of a reasonable request by the Company or a Lender: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (cclause 15.24(c) below, the Agent each Party shall, within ten Business (10) Banking Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 15.24(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (aClause 15.24(a) above shall not oblige the Agent any Facility Beneficiary to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aclause 15.24(a) above (including, for the avoidance of doubt, where paragraph (cclause 15.24(c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Facility Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and; (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and (iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, not or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (aa)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt then such Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunderunder them) as if its applicable “passthru payment percentage” it is 100%, not a FATCA Exempt Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender under FATCA. The Facility Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%% (or such other percentage prescribed under FATCA from time to time), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph subclause (c) below, the Agent each party to a Security Document shall, within ten Business (10) Banking Days of a reasonable request by another party to the Company or a LenderSecurity Documents: (i) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (ii) supply to that other Party the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the regulations of the US Treasury Regulations Department or other official guidance including intergovernmental agreements) as that other Party the requesting party reasonably requests for the purposes of that other Partysuch requesting party’s compliance with FATCA. (b) If the Agent a party to any Security Document confirms to another Party party pursuant to paragraph subclause (a)(ia) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party and the Agent reasonably promptly. (c) Paragraph Subclause (a) above shall not oblige the Agent any Lender to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that Lender, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such Lender for purposes of this subclause (c). (d) If the Agent a party to any Security Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph subclause (a) above (including, for the avoidance of doubt, where paragraph subclause (c) above applies), then: (i) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Security Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such party shall be treated for the purposes of the Finance Security Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) belowclause 14.8(c), the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent if a Party confirms to another Party pursuant to paragraph (a)(iclause 14.8(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (aClause 14.8(a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aclause 14.8(a) above (including, for the avoidance of doubt, where paragraph (cclause 14.8(c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) 12.8.1 Subject to paragraph (c) 12.8.3 below, the Agent each party to a Finance Document shall, within ten Business Days of a reasonable request by another party to the Company or a LenderFinance Documents: (ia) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (iib) supply to that other Party the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US U.S. Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party the requesting party reasonably requests for the purposes of that other Partysuch requesting party’s compliance with FATCA. (b12.8.2 Each Finance Party shall also give a confirmation to the Borrower under clause 12.8.1(a) above on or before 5 December 2013. 12.8.3 If the Agent a party to any Finance Document confirms to another Party party pursuant to paragraph (a)(iclause 12.8.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party and the Agent reasonably promptly. (c) Paragraph (a) 12.8.4 Clause 12.8.1 above shall not oblige the Agent to any Finance Party to: (a) do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any fiduciary dutyduty or any duty of confidentiality; or (iiib) disclose any duty confidential information (including, without limitation, its tax returns and calculations), provided that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of confidentialitysuch Finance Party for purposes of this clause 12.8.4. (d) 12.8.5 If the Agent a party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above clause 12.8.1 (including, for the avoidance of doubt, where paragraph (c) above 12.8.4 applies), or fails to confirm its status in accordance with 12.8.2, then: (ia) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iib) if the Agent that party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lender: other Party: (i) confirm to that the other Party whether it is: : (A) a FATCA Exempt Party; or or (B) not a FATCA Exempt Party; and and (ii) supply to that the other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that the other Party reasonably requests for the purposes of that the other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another the other Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that the other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent either Party to do anything which would or might in its reasonable opinion constitute a breach of: : (i) any law or regulation; ; (ii) any fiduciary duty; or or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of this Guarantee and the Finance Leasing Documents as if it is not a FATCA Exempt Party; and and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is one hundred per cent. (100%), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph 12.6 (a)(ia) (i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to sub-paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is one hundred per cent. (100%), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, each Party shall, on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent shallor any Issuing Bank under the Finance Documents, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) 12.17.1. Subject to paragraph (c) Clause 12.17.3 below, the Agent each party to a Finance Document shall, within ten (10) Business Days of a reasonable request by another party to the Company or a LenderFinance Documents: (ia) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and; (iib) supply to that other Party the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under as the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party requesting party reasonably requests for the purposes of that other Partysuch requesting party’s compliance with FATCA; and (c) supply to the requesting party such forms, documentation and other information relating to its status as the requesting party reasonably requests for the purposes of such requesting party’s compliance with any other law, regulation, or exchange of information regime. (b) 12.17.2. If the Agent a party to any Finance Document confirms to another Party party to any Finance Document pursuant to paragraph (a)(iClause 12.17.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party reasonably promptly. (c) Paragraph (a12.17.3. Clause 12.17.1 above shall not oblige any Finance Party to do anything, and Clause 12.17.1(c) above shall not oblige the Agent any other party to any Finance Document to do anything anything, which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any fiduciary duty; or (iii) duty or any duty of confidentiality. (d) 12.17.4. If the Agent a party to any Finance Document fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (aClause 12.17.1(a) or Clause 12.17.1(b) above (including, for the avoidance of doubt, where paragraph (c) Clause 12.17.3 above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunderunder them) as if its applicable “passthru payment percentage” it is 100%, not a FATCA Exempt Party until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information. 12.17.5. If a Bank fails to supply any withholding certificate, withholding statement, document, authorisation, waiver or information as the Agent may require to certify or establish the status of a Bank under FATCA or any other law or regulation, or any withholding certificate, withholding statement, document, authorisation, waiver or information provided by a Bank to the Agent is or becomes materially inaccurate or incomplete, then such Bank shall indemnify the Agent, within three (3) Business Days of demand, against any cost, loss, Tax or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (including any related interest and penalties) in acting as Agent under the Finance Documents as a result of such failure.

FATCA Information. (a) Subject to paragraph (c) below, each FATCA Relevant Party confirms to each other FATCA Relevant Party whether it is or is not a FATCA Exempt Party on the Agent shall, date hereof and thereafter within ten (10) Business Days of a reasonable request by the Company or a Lenderanother FATCA Relevant Party shall: (i) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (ii) supply to that the requesting party (with a copy to all other Party FATCA Relevant Parties) such formsother form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations FATCA or other official guidance including intergovernmental agreements) as that other Party the requesting party reasonably requests for the purposes purpose of that other Party’s compliance with FATCAdetermining whether any payment to such party may be subject to any FACTA Deduction. (b) If the Agent a FATCA Relevant Party confirms to another any other FATCA Relevant Party pursuant that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 to paragraph (a)(i) above showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall so notify that all other Party FATCA Relevant Parties reasonably promptly. (c) Paragraph (a) above Nothing in this Clause 23.9 shall not oblige the Agent obligate any FATCA Relevant Party to do anything which would or might or, in its reasonable opinion opinion, might constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any FATCA Relevant Party from providing a true complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph. (d) If the Agent a FATCA Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance provisions of doubt, where paragraph (c) above applies)this agreement or the provided information is insufficient under FATCA, then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents as if it is not were a FATCA Non-Exempt Party; and (ii) if the Agent that party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent party in question provides the requested sufficient confirmation, forms, documentation or other informationinformation to establish the relevant facts.

FATCA Information. (a) Subject to paragraph (cSection 4.5(c) below, the Agent shall, within ten Business Days promptly following its receipt of a reasonable request by from the Company Administrative Agent to such effect, each Obligor or a LenderLender shall: (i) confirm to that other Party the Administrative Agent whether or not it is: (A) a FATCA Exempt Party; or (B) not is a FATCA Exempt Party; and (ii) supply to that other Party the Administrative Agent such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US U.S. Treasury Regulations or other official guidance including intergovernmental agreements) as that other Secured Party reasonably requests for the purposes of that other Secured Party’s compliance with FATCA. (b) If the Agent any Obligor or Lender confirms to another Party pursuant to paragraph (a)(iSection 4.5(a) above that it is a FATCA Exempt Party and it but subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent it shall notify that other Party reasonably promptlythe Administrative Agent promptly after becoming aware thereof. (c) Paragraph (a) above shall not oblige the Agent to do anything which would If any Obligor or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent Lender fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aSection 4.5(a) above (including, for the avoidance of doubt, where paragraph (c) above applies)above, then: (i) if the Agent such Obligor or Lender failed to confirm whether it is (and/or remains) a FATCA Exempt Party Party, then the Agent such Obligor shall be treated for the purposes of the Finance Loan Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent such Obligor or Lender failed to confirm its applicable “passthru payment percentage” ”, then the Agent such Obligor or Lender shall be treated for the purposes of the Finance Loan Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent relevant Obligor provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (cb) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent (or such other percentage prescribed under FATCA from time to time); and (iii) none of the Obligors shall be required to make a FATCA Payment to such Party, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 11.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph subclause (c) below, the Agent each party to a Security Document shall, within ten Business Banking Days of a reasonable request by another party to the Company or a LenderSecurity Documents: (i) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (ii) supply to that other Party the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the regulations of the US Treasury Regulations Department or other official guidance including intergovernmental agreements) as that other Party the requesting party reasonably requests for the purposes of that other Partysuch requesting party’s compliance with FATCA. (b) If the Agent a party to any Security Document confirms to another Party party pursuant to paragraph subclause (a)(ia) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party and the Agent reasonably promptly. (c) Paragraph Subclause (a) above shall not oblige the Agent any Lender to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that Lender, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such Lender for purposes of this subclause (c). (d) If the Agent a party to any Security Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph subclause (a) above (including, for the avoidance of doubt, where paragraph subclause (c) above applies), then: (i) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Security Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such party shall be treated for the purposes of the Finance Security Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to sub-paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is one hundred per cent. (100%), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (cclause 11.7(c) below, the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and; (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and/or (iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 11.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, not or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (aClause 11.7(a) above shall not oblige the Agent Lender to do anything anything, and clause 11.7(a)(ii) above shall not oblige any Party to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (aclause 11.7(a)(i) or 11.7(a)(ii) above (including, for the avoidance of doubt, where paragraph (cclause 11.7(c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt then such Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunderunder them) as if its applicable “passthru payment percentage” it is 100%, not a FATCA Exempt Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, each FATCA Relevant Party confirms to each other FATCA Relevant Party whether it is or is not a FATCA Exempt Party on the Agent shall, date hereof and thereafter within ten (10) Business Days of a reasonable request by the Company or a Lenderanother FATCA Relevant Party shall: (i) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (ii) supply to that the requesting party (with a copy to all other Party FATCA Relevant Parties) such formsother form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations FATCA or other official guidance including intergovernmental agreements) as that other Party the requesting party reasonably requests for the purposes purpose of that other Party’s compliance with FATCAdetermining whether any payment to such party may be subject to any FACTA Deduction. (b) If the Agent a FATCA Relevant Party confirms to another any other FATCA Relevant Party pursuant that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 to paragraph (a)(i) above showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall so notify that all other Party FATCA Relevant Parties reasonably promptly. (c) Paragraph (a) above Nothing in this Clause 23.9 shall not oblige the Agent obligate any FATCA Relevant Party to do anything which would or might or, in its reasonable opinion opinion, might constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any FATCA Relevant Party from providing a true complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph. (d) If the Agent a FATCA Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance provisions of doubt, where paragraph (c) above applies)this agreement or the provided information is insufficient under FATCA, then: (ia) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents as if it is not were a FATCA Non-Exempt Party; and (iib) if the Agent that party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent party in question provides the requested sufficient confirmation, forms, documentation or other informationinformation to establish the relevant facts.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i14.6(a)(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Loan Party, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Loan Party and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Loan Party and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Loan Party, the date of a request from the Agent, supply to the Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and Documents(and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 13.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) then if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the BPIFAE Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the BPIFAE Agent, supply to the BPIFAE Agent: (A) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (B) any withholding statement and other documentation, authorisations and waivers as the BPIFAE Agent may require to certify or establish the status of such Lender under FATCA. The BPIFAE Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The BPIFAE Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the BPIFAE Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the BPIFAE Agent in writing of its legal inability to do so. The BPIFAE Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The BPIFAE Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i16.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lender: (i) another Party: confirm to that other Party whether it is: (A) : a FATCA Exempt Party; or (B) or not a FATCA Exempt Party; and (ii) and supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) . If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) . Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) : any law or regulation; (ii) ; any fiduciary duty; or (iii) or any duty of confidentiality. (d) . If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (cb) above applies), then: (i) : if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) and if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.. If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA. If a FATCA Deduction is required to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required. The Parent shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Agent accordingly. Similarly, a Finance Party shall notify the Agent on becoming so aware in respect of a payment payable to that Finance Party. If the Agent receives such notification from a Finance Party it shall notify the Parent and that Obligor. Within thirty (30) days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction or payment shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental and taxation authority. Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Agent. If the Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 30.2 (Distributions by the Agent) which relates to a payment by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after the Agent has made such FATCA Deduction), leaves the Agent with an amount equal to the payment which would have been made by the Agent if no FATCA Deduction had been required. The Agent will not be obliged to pay or advance such amount before actually receiving the increased amount from the relevant Obligor. The Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause

FATCA Information. (a) Subject to paragraph (c) below, the Agent shalleach Party must, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the relevant US Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent shall that Party must notify that other Party reasonably promptly. (c) Paragraph A Finance Party is not obliged to do anything under paragraph (a) above shall not oblige the Agent to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or or remains) a FATCA Exempt Party then the Agent shall such Party is to be treated for the purposes of the Finance Documents (and payments made under them) as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent shall such Party is to be treated for the purposes of the Finance Documents (and payments made thereunderunder them) as if its applicable “passthru payment percentage” percentage is 100%% (or such other percentage prescribed under FATCA from time to time), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a U.S. Tax Obligor, or where the Agent or, as the case may be, the Euro Swingline Agent, reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a U.S. Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a U.S. Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Agent or, as the case may be, the Euro Swingline Agent, supply to the Agent or, as the case may be, the Euro Swingline Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent or, as the case may be, the Euro Swingline Agent, may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent or, as the case may be, the Euro Swingline Agent, shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent, or, as the case may be, the Euro Swingline Agent, pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent, or, as the case may be, the Euro Swingline Agent, in writing of its legal inability to do so. The Agent, or, as the case may be, the Euro Swingline Agent, shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers or a copy of any such notification to the Borrower. The Agent or, as the case may be, the Euro Swingline Agent, shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests re quests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Exemp t Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%% (or such other percentage prescribed under FATCA from time to time), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (ai) Subject to paragraph (ciii) below, the Agent each party to a Finance Document shall, within ten 10 Business Days of a reasonable request by another party to the Company or a LenderFinance Documents: (iA) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (iiB) supply to that other Party the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US U.S. Treasury Regulations regulations or other official guidance including intergovernmental agreementsagreements or treaties) as that other Party the requesting party reasonably requests for the purposes of that other Partysuch requesting party’s compliance with FATCA. (bii) If the Agent a party to any Finance Document confirms to another Party party pursuant to paragraph (a)(iClause 22.8(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party and the Agent reasonably promptly. (ciii) Paragraph Subclause (ai) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that Creditor Party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such Creditor Party for purposes of this subclause (iii). (div) If the Agent a party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph subclause (ai) above (including, for the avoidance of doubt, where paragraph subclause (ciii) above applies), then: (iA) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iiB) if the Agent that party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother party: (i) confirm to that other Party party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party party reasonably requests for the purposes of that other Party’s party's compliance with FATCA. (b) If the Agent a party confirms to another Party party pursuant to paragraph (a)(i16.S(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iii) if the Agent that party failed to confirm its applicable “"passthru payment percentage” " then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) The provisions in this clause 8.14 shall apply after the FATCA Application Date. 8.14.1 Subject to paragraph (c) clause 8.14.3 below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (ia) confirm to that other Party whether it is: (Ai) a FATCA Exempt Party; or (Bii) not a FATCA Exempt Party; and (iib) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) 8.14.2 If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 8.14.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) 8.14.3 Clause 8.14.1 above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (ia) any law or regulation; (iib) any fiduciary duty; or (iiic) any duty of confidentiality. (d) 8.14.4 If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) clause 8.14.1 above (including, for the avoidance of doubt, where paragraph (c) clause 8.14.3 above applies), then: (ia) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iib) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.8(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent than such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Banking Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i7.6(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of this Agreement, the Finance Documents Note, or any Security Document as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents this Agreement, the Note, or any Security Document (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, , (iii) until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to sub-paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph 12.6 (a)(ia) (i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.8(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of the Amendment and Restatement Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be be, a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where no Borrower is a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Company and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Company. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i8.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%100 per cent, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, each party to the Agent Finance Documents shall, within ten Business Days of a reasonable request by another party to the Company or a Lender: Finance Documents: (i) confirm to that other Party party whether it is: : (A) a FATCA Exempt Party; or or (B) not a FATCA Exempt Party; and and (ii) supply to that other Party party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party party reasonably requests for the purposes of that other Party’s party's compliance with FATCA.; (b) If the Agent if a party to any Finance Document confirms to another Party party pursuant to sub-paragraph (a)(ii) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party reasonably promptly.; (c) Paragraph paragraph (a) above shall not oblige the Agent Lender to do anything which would or might in its reasonable opinion constitute a breach of: : (i) any law or regulation; ; (ii) any fiduciary duty; or or (iii) any duty of confidentiality.; Provided however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such party for purposes of this paragraph (c), (d) If the Agent if a party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: then (i) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent Party, such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and , and (ii) if the Agent that party failed to confirm its applicable “"passthru payment percentage” " then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) . If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) then if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (d) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within fifteen Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (i) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (ii) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (e) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten fifteen Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and; (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA; and (iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation or exchange of information regime. For purposes of this paragraph (a), a request shall only be considered "reasonable" if the Party making the request reasonably believes that the information being requested is necessary in connection with its compliance with FATCA or any other law, regulation or exchange of information regime, provided that a Party shall not be required hereunder to provide any forms, documentation or other information materially different in nature or in scope from the forms, documentation or other information that could possibly be required under FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 11.12(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. In addition, paragraph (a) above shall not oblige the Company to do anything which would or might in its reasonable opinion result in a member of the Group being obliged to disclose such information to the market under applicable laws and regulations. (d) If the Agent a Party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt then such Party then the Agent shall be treated for the purposes of the Finance Financing Documents (and payments under them) as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 13.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) then if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the COFACE Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the COFACE Agent, supply to the COFACE Agent: (A) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (B) any withholding statement and other documentation, authorisations and waivers as the COFACE Agent may require to certify or establish the status of such Lender under FATCA. The COFACE Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The COFACE Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the COFACE Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the COFACE Agent in writing of its legal inability to do so. The COFACE Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The COFACE Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other requesting Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other requesting Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other requesting Party reasonably requests for the purposes of that other requesting Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party as soon as reasonably promptlypracticable. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent that Party provides the such requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Obligor and such Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and such Lender has become a Lender after the date of this Agreement, the date on which such Lender becomes a Lender; and/or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender under FATCA. The Facility Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and/or waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and/or waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 14.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lender: another Party: (i) confirm to that other Party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such party for purposes of this paragraph (c). (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (cSection 7.17(c) below, the Agent each party hereto shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother party: (i) confirm to that other Party party whether it is: is (Ax) a FATCA Exempt Party; or Party or (By) not a FATCA Exempt Party; and; (ii) supply to that other Party party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party party reasonably requests for the purposes of that other Party’s party's compliance with FATCA; (iii) supply to that other party such forms, documentation and other information relating to its status under FATCA as that other party reasonably requests for the purposes of that other party's compliance with any other law, regulation, or exchange of information regime. (b) If the Agent a party confirms to another Party party pursuant to paragraph (a)(iSection 7.17(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, not or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party reasonably promptly. (c) Paragraph (aSection 7.17(a) above shall not oblige the Agent any Secured Party to do anything anything, and Section 7.17(a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of: of (i) any law or regulation; , (ii) any fiduciary duty; or duty or (iii) any duty of confidentiality. . (d) If the Agent a party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph Section 7.17(a)(i) or (aii) above (including, for the avoidance of doubt, where paragraph (cSection 7.17(c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents Basic Agreements (and payments under them) as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) 1. Subject to paragraph (c) clause 8.14.3 below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (ia) confirm to that other Party whether it is: (Ai) a FATCA Exempt Party; or (Bii) not a FATCA Exempt Party; and (iib) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) 2. If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 8.14.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) 3. Clause 8.14.1 above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (ia) any law or regulation; (iib) any fiduciary duty; or (iiic) any duty of confidentiality. (d) 4. If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) clause 8.14.1 above (including, for the avoidance of doubt, where paragraph (c) clause 8.14.3 above applies), then: (ia) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iib) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.. LONLIVE\24155284.5 Page 23 00-00-00000\Draft(4)\29 March 2016

FATCA Information. (a) Subject to paragraph (cClause 11.6.12(c) below, the Agent each party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother party: (i) confirm to that other Party party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party party reasonably requests for the purposes of that other Partyparty’s compliance with FATCA; and (iii) supply to that other party such forms, documentation and other information relating to its status as that other party reasonably requests for the purposes of that other party’s compliance with any other law, regulation, or exchange of information regime. (b) If the Agent a party confirms to another Party party pursuant to paragraph (a)(iClause 11.6.12(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party reasonably promptly. (c) Paragraph (aClause 11.6.12(a) above shall not oblige the Agent Finance Parties to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of the Finance Parties; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aClause 11.6.12(a) above (including, for the avoidance of doubt, where paragraph (cClause 11.6.12(c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Loan Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent shall, within ten Business Days of a reasonable request by the Company or a Lender:: 79148 (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent, until (in each case) such time as the Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, each FATCA Relevant Party confirms to each other FATCA Relevant Party that it is a FATCA Exempt Party on the Agent shalldate hereof (or in the case of a Transferee Lender, on the date of its Transfer Certificate, except as otherwise described therein) and thereafter within ten (10) Business Days of a reasonable request by the Company or a Lenderanother FATCA Relevant Party shall: (i) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (ii) supply to that the requesting party (with a copy to all other Party FATCA Relevant Parties) such formsother form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other documentation and other information 109 ‌ SK 26945 0003 10902825 v6 relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under as the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party requesting party reasonably requests for the purposes purpose of that other Party’s compliance with FATCAdetermining whether any payment to such party may be subject to any FATCA Deduction. (b) If the Agent a FATCA Relevant Party confirms to another any other FATCA Relevant Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall so notify that all other Party FATCA Relevant Parties reasonably promptly. (c) Paragraph (a) above Nothing in this Clause 23.7 shall not oblige the Agent obligate any FATCA Relevant Party to do anything which would or might or, in its reasonable opinion opinion, might constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any FATCA Relevant Party from providing a true complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph. (d) If the Agent a FATCA Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (includingthe provisions of this Agreement or the provided information is insufficient under FATCA, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents as if it is not were a FATCA Non-Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent party in question provides the requested sufficient confirmation, forms, documentation or other informationinformation to establish the relevant facts. (e) Upon the reasonable written request of the Borrower, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall, if not delivered pursuant to paragraph (a) above, deliver to the Agent and the Borrower a properly completed and duly executed copy of (as applicable) IRS Form W-8BEN-E, W-8ECI or W-8IMY or, upon written request of the Borrower or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested in writing by the Borrower provide to the Agent and the Borrower in addition to the IRS Form W-8BEN-E required above a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by a Security Party, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to such Security Party (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of the Security 110 ‌ SK 26945 0003 10902825 v6 Party’s request, whichever is later, such properly completed and executed documentation requested by the Security Party, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Xxxxxx’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Each Lender shall deliver such forms as required in this paragraph (e) within twenty (20) days after receipt of a written request therefor from the Agent or the Security Party. Notwithstanding any other provision of this paragraph (e), a Lender shall not be required to deliver any form pursuant to this paragraph (e) that such Lender is not legally entitled to deliver.

FATCA Information. (a) Subject ssubject to paragraph (c) below, the Agent each Party shall, within ten Business (10) Banking Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.; (b) If the Agent if a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it its subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly.; and (c) Paragraph paragraph (a) above above, shall not oblige the Agent any Creditor to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Creditor; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent if a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party, such Party then the Agent shall be treated for the purposes of the Finance Security Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents arrangements relating to this Agreement (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lender: (i) another Party: confirm to that other Party whether it is: (A) : a FATCA Exempt Party; or (B) or not a FATCA Exempt Party; and (ii) and supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) . If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) . Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) : any law or regulation; (ii) ; any fiduciary duty; or (iii) or any duty of confidentiality. (d) . If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (cb) above applies), then: (i) : if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) and if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA. If a FATCA Deduction is required to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required. The Parent shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Agent accordingly. Similarly, a Finance Party shall notify the Agent on becoming so aware in respect of a payment payable to that Finance Party. If the Agent receives such notification from a Finance Party it shall notify the Parent and that Obligor. Within thirty days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction or payment shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental and taxation authority. Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Agent. If the Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 30.2 (Distributions by the Agent) which relates to a payment by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after the Agent has made such FATCA Deduction), leaves the Agent with an amount equal to the payment which would have been made by the Agent if no FATCA Deduction had been required. The Agent will not be obliged to pay or advance such amount before actually receiving the increased amount from the relevant Obligor. The Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 30.2 (Distributions by the Agent) which relates to a payment by an Obligor (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the relevant Obligor and the relevant Finance Party. An Obligor shall (within three Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above. A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Agent shall notify the Borrowers.

FATCA Information. (a) The provisions in this clause 8.13 shall apply after the FATCA Application Date. 8.13.1 Subject to paragraph (c) clause 8.13.3 below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (ia) confirm to that other Party whether it is: (Ai) a FATCA Exempt Party; or (Bii) not a FATCA Exempt Party; and (iib) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) 8.13.2 If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 8.13.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) 8.13.3 Clause 8.13.1 above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (ia) any law or regulation; (iib) any fiduciary duty; or (iiic) any duty of confidentiality. (d) 8.13.4 If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) clause 8.13.1 above (including, for the avoidance of doubt, where paragraph (c) clause 8.13.3 above applies), then: (ia) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iib) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i8.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%100 per cent, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, as soon as is reasonably practicable and in any event within ten Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall promptly provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party (other than JBIC and ADB) shall, within ten (10) Business Days of a reasonable request by the Company or a LenderIntercreditor Agent: (i) confirm to that other Party the Intercreditor Agent or the Borrower whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party the Intercreditor Agent or the Borrower such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US relevant United States Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party the Intercreditor Agent or the Borrower reasonably requests for the purposes of that any other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party the Intercreditor Agent or the Borrower pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be be, a FATCA Exempt Party, it shall promptly notify the Agent shall notify that other Party reasonably promptlyIntercreditor Agent. (c) Paragraph (a) above shall not oblige the Agent any Senior Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Senior Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (cb) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent that Party shall be treated for the purposes of the Senior Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Senior Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is one hundred percent (100%), until (in each case) such time as the Agent that Party provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) belowClause 12.7.3, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lender: (i) another Party: confirm to that other Party whether it is: (A) : a FATCA Exempt Party; or (B) or not a FATCA Exempt Party; and (ii) and supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) ; and supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime. If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 12.7.1(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above . Clause 12.7.1 shall not oblige the Agent Lender to do anything anything, and Clause 12.7.1(c) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of: (i) : any law or regulation; (ii) ; any fiduciary duty; or (iii) or any duty of confidentiality. (d) . If the Agent a Party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (aClause 12.7.1(a) above or 12.7.1(b) (including, for the avoidance of doubt, where paragraph (c) above Clause 12.7.3 applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt then such Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunderunder them) as if its applicable “passthru payment percentage” it is 100%, not a FATCA Exempt Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. If the Borrower is a US Tax Obligor or the Lender reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, the Lender shall, within ten Business Days of: where the Borrower is a US Tax Obligor, the date of this Agreement; or where the Borrower is not a US Tax Obligor, the date of a request from the Borrower, supply to the Borrower: a withholding certificate on Form W-8 or Form W-9 or any other relevant form; or any withholding statement or other document, authorisation or waiver as the Borrower may require to certify or establish the status of the Lender under FATCA or that other law or regulation. If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Borrower by the Lender pursuant to Clause 12.7.5 is or becomes materially inaccurate or incomplete, the Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Borrower).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such party for purposes of this paragraph (c). (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) 12.11.1 Subject to paragraph (c) clause 12.11.3 below, the Agent each Party shall, within ten 20 Business Days of a reasonable request by the Company or a Lenderanother Party: (ia) confirm to that other Party whether it is: (Ai) a FATCA Exempt Party; or (Bii) not a FATCA Exempt Party; and (iib) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US United States Department of Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) 12.11.2 If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 12.11.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige 12.11.3 If a Lender confirms to the Agent pursuant to do anything which would or might in its reasonable opinion constitute a breach of: (iclause 12.11.1(a) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether that it is (and/or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if and either: (a) it is not at the time of such confirmation a FATCA Exempt Party; andor (b) it subsequently ceases to be a FATCA Exempt Party without notifying the Agent of such change pursuant to clause 12.11.2 above, and the Agent makes a payment to such Lender without making a FATCA Deduction in circumstances where a FATCA Deduction should have been made from that payment and would have been made had the Agent been aware of the circumstance in (i) or (ii) if above, that Lender shall pay to the Agent failed an amount equal to confirm its applicable “passthru payment percentage” then any loss, liability or cost which the Agent shall (acting reasonably) believes will be treated for the purposes of the Finance Documents or has been (and payments made thereunderdirectly or indirectly) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as suffered by the Agent provides the requested confirmation, forms, documentation or other informationas a result of such Agent not making such FATCA Deduction.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lender: other Party: (ia) confirm to that the other Party whether it is: : (A) a FATCA Exempt Party; or or (B) not a FATCA Exempt Party; and and (iib) supply to that the other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that the other Party reasonably requests for the purposes of that the other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another the other Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that the other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent either Party to do anything which would or might in its reasonable opinion constitute a breach of: : (ia) any law or regulation; ; (iib) any fiduciary duty; or or (iiic) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (ia) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of this Guarantee and the Finance Leasing Documents as if it is not a FATCA Exempt Party; and and (iib) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is one hundred per cent. (100%, ), (e) until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph 13.9 (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of request by the Facility Agent; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (A) the date a new US Tax Obligor accedes as a Borrower; or (B) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (1) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (2) any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender under FATCA. The Facility Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (( c) below, the Agent shall, within ten Business Days of a reasonable request by the Company or a Lender: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 14.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.6(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor on a Transfer Date or on the effective date of an Increase Confirmation and the relevant Lender is: (A) a New Lender, the relevant Transfer Date; or (B) an Increase Lender or an Accordion Lender which was not previously a Party, the effective date of the applicable Increase Confirmation. (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (i) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (ii) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) 13.7.1 Subject to paragraph (c) Clause 13.7.3 below, the Agent each Party shall, within ten [***] Business Days of a reasonable request by the Company another Party or a Lenderany Guarantor: (ia) confirm to that other Party or such Guarantor whether it is: (Ai) a FATCA Exempt Party; or (Bii) not a FATCA Exempt Party; and; (iib) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA; and (c) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime. (b) 13.7.2 If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 13.7.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a13.7.3 Clause 13.7.1(a) above shall not oblige the Agent any Finance Party to do anything anything, and Clause 13.7.1(a) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:: #4858-0589-9649v12 (ia) any law or regulation; (iib) any fiduciary duty; or (iiic) any duty of confidentiality. (d) 13.7.4 If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aClauses 13.7.1(a) or 13.7.1(b) above (including, for the avoidance of doubt, where paragraph (c) Clause 13.7.3 above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt then such Party then the Agent shall be treated for the purposes of the Finance Transaction Documents (and payments under them) as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, confirmation forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent shallEach party will, within ten [***] Business Days of a reasonable request by the Company or a Lenderanother party: (i1) confirm to that other Party party whether or not it is: (A) a FATCA Exempt Party; or (B) not is a FATCA Exempt Party; and (ii2) supply provide to that other Party such forms, documentation and other party the information relating to its status under FATCA (including its applicable “passthru payment percentage” which the other party reasonably considers necessary to comply with or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s to demonstrate compliance with FATCA.; (b) If the Agent a party confirms to another Party pursuant to paragraph (a)(iparty under clause 6.9(a) above that it is a FATCA Exempt Party and that party must notify the other party as soon as reasonably practical after it subsequently becomes aware that it is not, or has ceased to be be, a FATCA Exempt Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph (aClause 6.9(a)(2) above shall will not oblige the Agent a Finance Party to do anything which would or might may in its reasonable opinion constitute a breach of: (i1) any law or regulation; (ii2) any fiduciary duty; or (iii3) any duty of confidentiality. (d) If the Agent a party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph clause 6.9(a) (aincluding where clause 6.9(c) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent shall that party will be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if Party until the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent party provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender will, within [***] Business Days of: (1) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this agreement; (2) where the Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a Substitute Lender, the relevant Transfer Date; or (3) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (4) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or (5) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation. (f) The Agent will provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender in accordance with clause 6.9(e) to the Borrower. (g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender under clause 6.9(e) is or becomes materially inaccurate or incomplete, the Lender will promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender will promptly notify the Agent). The Agent will provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower. (h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from the Lender under clauses 6.9(e) or (g) above without further verification. The Agent will not be liable for any action taken by it under or in connection with clauses 6.9(e), (f) or (g) above.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.8(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.. 93954-4-1-v3.0 -44- 70-40529536

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where a Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender under FATCA. The Facility Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrowers and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrowers. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (ai) Subject to paragraph (ciii) below, the Agent each party to a Finance Document shall, within ten 10 Business Days of a reasonable request by another party to the Company or a LenderFinance Documents: (iA) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (iiB) supply to that other Party the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US U.S. Treasury Regulations regulations or other official guidance including intergovernmental agreementsagreements or treaties) as that other Party the requesting party reasonably requests for the purposes of that other Party’s such requesting party's compliance with FATCA. (bii) If the Agent a party to any Finance Document confirms to another Party party pursuant to paragraph (a)(i) of Clause 22.7 (FATCA) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party and the Agent reasonably promptly. (ciii) Paragraph (ai) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that Creditor Party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such Creditor Party for purposes of this paragraph (iii). (div) If the Agent a party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (ai) above (including, for the avoidance of doubt, where paragraph (ciii) above applies), then: (iA) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iiB) if the Agent that party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is one hundred per cent. (100%), until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (aA) Subject to paragraph (cC) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (Aa) a FATCA Exempt Party; or (Bb) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (bB) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iA)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (cC) Paragraph (aA) above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (dD) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aA) above (including, for the avoidance of doubt, where paragraph (cC) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party, then such Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” ”, then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%% (or such other percentage prescribed under FATCA from time to time), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation;; 1602149 21 Facility Agreement (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each party to this Agreement shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderother party: (i) confirm to that each of the other Party parties whether it isit: (A) is a FATCA Exempt Party; or (B) is not a FATCA Exempt Party; and (ii) supply to that the other Party party with such forms, documentation documents and other information relating to regarding its status under FATCA as such other parties shall reasonably request for the purpose of complying with FATCA or any other law or regulation or information exchange administration (including its intergovernmental agreements) (including applicable “"passthru payment percentage” percentages" or other information as required under the US Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for of the purposes of that other Party’s compliance with FATCAUS Treasury Department). (b) If any party identifies to the Agent confirms to another Party pursuant to other parties in accordance with paragraph (a)(ia) (i) above that it is a FATCA Exempt Party and it subsequently becomes Party, such party shall notify the other parties as soon as reasonably practicable upon becoming aware that it such party is not, not or has ceased to be is no longer a FATCA Exempt Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall will not oblige the Agent compel any Finance Party to do anything which would or might in its reasonable opinion would or might constitute a breach of: (i) any law or regulation; (ii) any fiduciary dutyobligation; or (iii) any duty obligation of confidentiality. (d) If the Agent a party fails to confirm its status or provide to supply the other party any such forms, documentation or documents and other information requested set out in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then:): (i) if the Agent failed that party fails to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent that party shall not be treated considered a FATCA Exempt Party for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; andDocuments; (ii) if the Agent failed that party is unable to confirm its applicable “passthru payment percentage” "Passthru Payment Percentage", then the Agent shall be treated for the purposes of the Finance Documents (and the payments made thereunder) as if its applicable “passthru payment percentage” is 100%under them), such party shall be deemed to have a "Passthru Payment Percentage" of 100 percent, until such parties have provided required confirmations, forms, documents and other information (in each case) such time as the Agent provides the requested confirmation, forms, documentation or other informationevent).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lender: (i) another Party: confirm to that other Party whether it is: (A) : a FATCA Exempt Party; or (B) or not a FATCA Exempt Party; and (ii) and supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) . If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) . Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) : any law or regulation; (ii) ; any fiduciary duty; or (iii) or any duty of confidentiality. (d) . If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (cb) above applies), then: (i) : if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) and if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.. If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA. If a FATCA Deduction is required to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required. The Parent shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Agent accordingly. Similarly, a Finance Party shall notify the Agent on becoming so aware in respect of a payment payable to that Finance Party. If the Agent receives such notification from a Finance Party it shall notify the Parent and that Obligor. Within thirty days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction or payment shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental and taxation authority. Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Agent. If the Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 30.2 (Distributions by the Agent) which relates to a payment by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after the Agent has made such FATCA Deduction), leaves the Agent with an amount equal to the payment which would have been made by the Agent if no FATCA Deduction had been required. The Agent will not be obliged to pay or advance such amount before actually receiving the increased amount from the relevant Obligor. The Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause

FATCA Information. (a) Subject to paragraph (c) belowclause 12.8(d), the Agent confirms to the Borrower at the date of this Agreement that it is not a FATCA Exempt Party. (b) Subject to clause 12.8(d), each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (bc) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 12.8(b)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (cd) Paragraph (aClause 12.8(a) above and Clause 12.8(b) shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (de) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aclause 12.8(b) above (including, for the avoidance of doubt, where paragraph (cclause 12.8(d) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (f) If the Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within 10 Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as the Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this clause 12.8(f) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this clause 12.8(f). (g) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to clause 12.8(f) is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this clause 12.8(g).

FATCA Information. (a) 8.14.1 Subject to paragraph (c) clause 8.14.3 below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (ia) confirm to that other Party whether it is: (Ai) a FATCA Exempt Party; or (Bii) not a FATCA Exempt Party; and (iib) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) 8.14.2 If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 8.14.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) 8.14.3 Clause 8.14.1 above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (ia) any law or regulation; (iib) any fiduciary duty; or (iiic) any duty of confidentiality. (d) 8.14.4 If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) clause 8.14.1 above (including, for the avoidance of doubt, where paragraph (c) clause 8.14.3 above applies), then: (ia) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iib) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 12.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) then if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (A) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (B) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i21.9(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).”; 17. the following shall be inserted as a new Clause 21.10 (FATCA Deduction):

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.. 560734-v2\BAHDMS

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where a Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender under FATCA. The Facility Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrowers and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrowers. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).