Common use of Flow-Through Entities Clause in Contracts

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. ❑ Attach Form W-8 for current Tax Year ❑ Confirm Tax ID Number: Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. Exhibit D-2 Form of Administrative Questionnaire EXHIBIT E FORM OF PERFECTION CERTIFICATE [Form of Perfection Certificate follows this cover page.] Exhibit E Form of Perfection Certificate Execution Version

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. ❑ ☐ Attach Form W-8 for current Tax Year ❑ ☐ Confirm Tax ID Number: ______________ Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. Exhibit D-2 Form 103 Table of Contents EXHIBIT C to Senior Unsecured Credit Agreement dated as of April 16, 2020 by and among Choice Hotels International, Inc., as Borrower, the Lenders party thereto and Xxxxx Fargo Bank, National Association, as Administrative Questionnaire EXHIBIT E Agent FORM OF PERFECTION CERTIFICATE [Form ASSIGNMENT AND ACCEPTANCE 104 Table of Perfection Certificate follows this cover page.] Exhibit E Form of Perfection Certificate Execution VersionContents

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. ❑ Attach Form W-8 for current Tax Year ❑ Confirm Tax ID Number: ______________ Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. Exhibit D-2 Form of Administrative Questionnaire EXHIBIT E FORM OF PERFECTION CERTIFICATE [Form of Perfection Certificate follows this cover page.] Exhibit E Form of Perfection Certificate Execution Version

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. ❑ o Attach Form W-8 for current Tax Year ❑ o Confirm Tax ID Number: Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. Exhibit D-2 Form of Administrative Questionnaire EXHIBIT E F-1 FORM OF PERFECTION CERTIFICATE [Form HOLDINGS GUARANTY ABL HOLDINGS GUARANTY Dated as of Perfection Certificate follows this cover page.] Exhibit E Form of Perfection Certificate Execution VersionApril 1, 2014 between GYP HOLDINGS II CORP. as Holdings and XXXXX FARGO BANK, N.A. as Collateral Agent