Common use of Lender Tax Status Clause in Contracts

Lender Tax Status. (a) Each Lender represents and warrants to the Facility Agent and to each Borrower: (i) in the case of an Original Lender, that as at the Original Execution Date, it has the tax status set out opposite its name in Part 2 of Schedule 1 (Lender Tax Status); or (ii) in the case of any other Lender, that as at the relevant Transfer Date or Increase Date, it is: (A) a UK Bank Lender; (B) a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or (C) a UK Treaty Lender, as the same shall be expressly indicated in the relevant Transfer Deed or Increase Confirmation. (b) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1 (Lender Tax Status) or in the Transfer Deed or Increase Confirmation pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Agent and to each UK Borrower, on the Original Execution Date, or on the relevant Transfer Date or Increase Date (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such definition on that date, and has notified the Facility Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company if and to the extent requested to do so, by the Facility Agent; and (ii) the Facility Agent and to each UK Borrower, that unless it notifies the Facility Agent and the Company to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) above is true in relation to that Lender’s participation in each Advance made to such Borrower, on each date that such UK Borrower makes a payment of interest in relation to such Advance. (c) A Lender that intends to qualify as a UK Treaty Lender and either the Parent or the relevant Obligor that makes a payment to which that Lender is entitled shall cooperate in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor to obtain authorisation to make that payment without a Tax Deduction; provided, however, that nothing in this paragraph (c) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (i) If, in relation to any interest payment to a Lender on an Advance made to a UK Borrower: (A) that Lender has confirmed to the relevant UK Borrower and to the Facility Agent before that interest payment would otherwise fall due that: (1) it has completed the necessary procedural formalities referred to in paragraph (c) above; and

Lender Tax Status. (a) Each Lender represents and warrants to the Facility Agent and to each Borrower: (i) in the case of an Original Lender, that as at the Original Execution Date, it has the tax status set out opposite its name in Part 2 of Schedule 1 (Lender Tax Status); or (ii) in the case of any other Lender, that as at the relevant Transfer Date or Increase Date(and in the case of a C Facility Lender, the date of the C Facility Lender Deed of Accession), it is: (A) a UK Bank Lender; (B) a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or; (C) a UK Treaty Lender; or (D) a US Accession Lender, as the same shall be expressly indicated in the relevant Transfer Deed or Increase ConfirmationC Facility Lender Deed of Accession, as applicable. (b) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1 (Lender Tax Status) or in the Transfer Deed or Increase Confirmation in the C Facility Lender Deed of Accession, as applicable, pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Agent and to each UK Borrower, on the Original Execution Date, or on the relevant Transfer Date or Increase Date (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such the definition of UK Non-Bank Lender on that date, and has notified the Facility Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company if and to the extent requested to do so, by the Facility Agent; and (ii) the Facility Agent and to each UK Borrower, that unless it notifies the Facility Agent and the Company to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) above of this Clause 17.2(b) is true in relation to that Lender’s participation in each Advance made to such Borrower, on each date that such UK Borrower makes a payment of interest in relation to such Advance. (ci) A Lender that intends to qualify as a UK Treaty Lender and either the Parent or the relevant Obligor that makes a payment to which that Lender is entitled shall cooperate in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor to obtain authorisation to make that payment without a Tax Deduction; provided, however, that nothing in this paragraph (cClause 17.2(c)(i) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (ii) Any Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) and that is entitled to payment from the US Borrower without a Tax Deduction for United States federal withholding taxes, shall as soon as reasonably practicable: (1) to the extent able to do so without breaching any legal or regulatory restrictions or having to disclose any confidential information, deliver to the US Borrower, with a copy to the Facility Agent, upon the reasonable written request of the US Borrower, (i) two accurate and complete originally executed US Internal Revenue Service Forms W-8BEN or W-8ECI (or any successor), whichever is relevant, certifying such Lender’s legal entitlement to an exemption or reduction from any Tax Deduction for US federal withholding taxes with respect to all payments hereunder, or (ii) in the case of each such Lender, if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either US Internal Revenue Service Form W-8ECI or Form W-8BEN (certifying such Lender’s legal entitlement to an exemption or reduction from any Tax Deduction for US federal withholding taxes) pursuant to sub-paragraph (i) above, (x) a statement certifying that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and (y) two accurate and complete originally executed copies of US Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying such Lender’s legal entitlement to an exemption or reduction from any Tax Deduction for US federal withholding taxes with respect to all payments hereunder; and (2) to the extent able do so without breaching any legal or regulatory restrictions or having to disclose any confidential information at such times, provide to the US Borrower, with a copy to the Facility Agent) new Forms W-8BEN or W-8ECI (or any successor), whichever is relevant, upon the expiration or obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, any Tax Deduction for US federal withholding taxes with respect to any payment hereunder. (iii) Any Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) and that is entitled to payment from the US Borrower, other than a Lender that has a name that indicates that it is an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations), shall as soon as reasonably practicable: (1) to the extent able to do so without breaching any legal or regulatory restrictions or having to disclose any confidential information, deliver to the US Borrower, with a copy to the Facility Agent, upon the reasonable written request of the US Borrower, (i) two accurate and complete originally executed US Internal Revenue Service Forms W-9 (or any successor); and (2) to the extent able do so without breaching any legal or regulatory restrictions or having to disclose any confidential information at such times, provide to the US Borrower, with a copy to the Facility Agent, new Forms W-9 (or any successor), whichever is relevant, upon the expiration or obsolescence of any previously delivered form. (i) If, in relation to any interest payment to a Lender on an Advance made to a UK Borrower: (A) that Lender has confirmed to the relevant UK Borrower and to the Facility Agent before that interest payment would otherwise fall due that: (1) it has completed the necessary procedural formalities referred to in paragraph (cc)(i) aboveof this Clause 17.2; and

Lender Tax Status. (a) Each Lender represents and warrants to the Facility Agent and to each Borrower: (i) in the case of an Original Lender, that as at the Original Execution Date, it has the tax status set out opposite its name in Part 2 of Schedule 1 (Lender Tax Status); or (ii) in the case of any other Lender, that as at the relevant Transfer Date or Increase Date(and in the case of a C Facility Lender, the date of the C Facility Lender Deed of Accession), it is: (A) a UK Bank Lender; (B) a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or; (C) a UK Treaty Lender; or (D) a US Accession Lender, as the same shall be expressly indicated in the relevant Transfer Deed or Increase ConfirmationC Facility Lender Deed of Accession, as applicable. (b) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1 (Lender Tax Status) or in the Transfer Deed or Increase Confirmation in the C Facility Lender Deed of Accession, as applicable, pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Agent and to each UK Borrower, on the Original Execution Date, or on the relevant Transfer Date or Increase Date (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such the definition of UK Non-Bank Lender on that date, and has notified the Facility Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company if and to the extent requested to do so, by the Facility Agent; and (ii) the Facility Agent and to each UK Borrower, that unless it notifies the Facility Agent and the Company to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) above of this Clause 17.2(b) is true in relation to that Lender’s participation in each Advance made to such Borrower, on each date that such UK Borrower makes a payment of interest in relation to such Advance. (ci) A Lender that intends to qualify as a UK Treaty Lender and either the Parent or the relevant Obligor that makes a payment to which that Lender is entitled shall cooperate in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor to obtain authorisation to make that payment without a Tax Deduction; provided, however, that nothing in this paragraph (cClause 17.2(c)(i) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (ii) Any Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) and that is entitled to payment from the US Borrower without a Tax Deduction for United States federal withholding taxes, shall as soon as reasonably practicable: (1) to the extent able to do so without breaching any legal or regulatory restrictions or having to disclose any confidential information, deliver to the US Borrower, with a copy to the Facility Agent, upon the reasonable written request of the US Borrower, (i) two accurate and complete originally executed US Internal Revenue Service Forms W-8BEN or W-8ECI (or any successor), whichever is relevant, certifying such Lender’s legal entitlement to an exemption or reduction from any Tax Deduction for US federal withholding taxes with respect to all payments hereunder, or (ii) in the case of each such Lender, if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either US Internal Revenue Service Form W-8ECI or Form W-8BEN (certifying such Lender’s legal entitlement to an exemption or reduction from any Tax Deduction for US federal withholding taxes) pursuant to sub-paragraph (i) above, (x) a statement certifying that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and (y) two accurate and complete originally executed copies of US Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying such Lender’s legal entitlement to an exemption or reduction from any Tax Deduction for US federal withholding taxes with respect to all payments hereunder; and (2) to the extent able do so without breaching any legal or regulatory restrictions or having to disclose any confidential information at such times, provide to the US Borrower, with a copy to the Facility Agent) new Forms W-8BEN or W-8ECI (or any successor), whichever is relevant, upon the expiration or obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, any Tax Deduction for US federal withholding taxes with respect to any payment hereunder. (iii) Any Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) and that is entitled to payment from the US Borrower, other than a Lender that has a name that indicates that it is an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations), shall as soon as reasonably practicable: (1) to the extent able to do so without breaching any legal or regulatory restrictions or having to disclose any confidential information, deliver to the US Borrower, with a copy to the Facility Agent, upon the reasonable written request of the US Borrower, (i) two accurate and complete originally executed US Internal Revenue Service Forms W-9 (or any successor); and (2) to the extent able do so without breaching any legal or regulatory restrictions or having to disclose any confidential information at such times, provide to the US Borrower, with a copy to the Facility Agent, new Forms W-9 (or any successor), whichever is relevant, upon the expiration or obsolescence of any previously delivered form. (d) (i) If, in relation to any interest payment to a Lender on an Advance made to a UK Borrower: (A) that Lender has confirmed to the relevant UK Borrower and to the Facility Agent before that interest payment would otherwise fall due that: (1) it has completed the necessary procedural formalities referred to in paragraph (cc)(i) aboveof this Clause 17.2; and

Lender Tax Status. Part 1 - UK (a) Each Lender in respect of a Loan to a UK Borrower represents and warrants to the Facility Administrative Agent and to each UK Borrower: (i) in the case of an Original Lendera Lender party to this Agreement at the First Amendment Effective Date, that as at the Original Execution Amendment Effective Date, it has the tax status set out opposite its name in Part 2 A of Schedule 1 (Lender Tax Status)III; or (ii) in the case of any other Lender, that as at the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase DateConfirmation, it is: (A) a UK Bank Lender; (B) a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or (C) a UK Treaty Lender, as the same shall be expressly indicated in the relevant Transfer Deed Assignment and Assumption or Increase Confirmation. (b) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 A of Schedule 1 III (Lender Tax Status) or in the Transfer Deed Assignment and Assumption or Increase Confirmation pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Administrative Agent and to each UK Borrower, on the Original Execution Amendment Effective Date, or on the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase Date Confirmation (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such definition on that date, and has notified the Facility Administrative Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company each UK Borrower if and to the extent requested to do so, by the Facility AgentAdministrative Agent or a UK Borrower; and (ii) the Facility Administrative Agent and to each UK Borrower, that unless it notifies the Facility Administrative Agent and the Company each UK Borrower to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) above is true in relation to that Lender’s participation in each Advance Loan made to such a UK Borrower, on each date that such the relevant UK Borrower makes a payment of interest in relation to such AdvanceLoan. (ci) A Lender which becomes a Party on the day on which this Agreement is entered into that intends holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to qualify as apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence opposite its name in Part A of Schedule III. (ii) A new lender that holds a UK passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption or Increase Confirmation which it executes. (iii) If a Lender has not confirmed its scheme reference number and either jurisdiction of tax residence in accordance with paragraph (c)(i) or paragraph (c)(ii) above, then no Loan Party shall make any filing under or in relation to the Parent HMRC DT Treaty Passport Scheme in respect of that Lender’s Commitment(s) or the relevant Obligor its participation in any Loan unless that Lender otherwise agrees. (iv) Each Loan Party that makes a payment UK Payment to which that Lender is entitled shall cooperate with the Lender in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor Loan Party to obtain authorisation to make that payment without a Tax DeductionDeduction (including where a Lender includes the indication described in paragraphs (c)(i) or (c)(ii) above, filing with HMRC, within any applicable time limit, a form DTTP2 or such equivalent or other HMRC form(s) as may be required to be filed pursuant to the HMRC DT Treaty Passport Scheme in respect of that Lender, completed in accordance with the information provided by that Lender); provided, however, that nothing in this paragraph (cc)(i) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (d) (i) If, in relation to any interest payment to a Lender on an Advance made to a UK BorrowerLoan: (A) that Lender has confirmed to the relevant UK Borrower and to the Facility Administrative Agent before that interest payment would otherwise fall due that: (1) it has completed completed, where applicable, the necessary procedural formalities referred to in in, and otherwise complied with, paragraph (c) above; and

Lender Tax Status. Part 1 - UK (a) Each Lender in respect of a Loan to a UK Borrower represents and warrants to the Facility Administrative Agent and to each UK Borrower: (i) in the case of an Original Lendera Lender party to this Agreement at the 2020 Amendment Effective Date, that as at the Original Execution 2020 Amendment Effective Date, it has the tax status set out opposite its name in Part 2 A of Schedule 1 (Lender Tax Status)III; or (ii) in the case of any other Lender, that as at the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase DateConfirmation, it is: (A) a UK Bank Lender; (B) a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or (C) a UK Treaty Lender, as the same shall be expressly indicated in the relevant Transfer Deed Assignment and Assumption or Increase Confirmation. (b) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 A of Schedule 1 III (Lender Tax Status) or in the Transfer Deed Assignment and Assumption or Increase Confirmation pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Administrative Agent and to each UK Borrower, on the Original Execution 2020 Amendment Effective Date, or on the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase Date Confirmation (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such definition on that date, and has notified the Facility Administrative Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company each UK Borrower if and to the extent requested to do so, by the Facility AgentAdministrative Agent or a UK Borrower; and (ii) the Facility Administrative Agent and to each UK Borrower, that unless it notifies the Facility Administrative Agent and the Company each UK Borrower to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) above is true in relation to that Lender’s participation in each Advance Loan made to such a UK Borrower, on each date that such the relevant UK Borrower makes a payment of interest in relation to such AdvanceLoan. (c) A Lender which becomes a Party on the day on which this Agreement is entered into that intends holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to qualify as a UK Treaty Lender apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and either the Parent or the relevant Obligor that makes a payment to which that Lender is entitled shall cooperate in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor to obtain authorisation to make that payment without a Tax Deduction; provided, however, that nothing in this paragraph (c) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (i) If, in relation liability to any interest payment to a Lender on an Advance made to a UK Borrower: (ALoan Party) that Lender has confirmed to the relevant UK Borrower by including its scheme reference number and to the Facility Agent before that interest payment would otherwise fall due that: (1) it has completed the necessary procedural formalities referred to its jurisdiction of tax residence opposite its name in paragraph (c) above; andPart A of Schedule III.

Lender Tax Status. Part 1 - UK (a) Each Lender in respect of a Loan to a UK Borrower represents and warrants to the Facility Administrative Agent and to each UK Borrower: (i) in the case of an Original Lendera Lender party to this Agreement at the 2020 Amendment Effective Date, that as at the Original Execution 2020 Amendment Effective Date, it has the tax status set out opposite its name in Part 2 A of Schedule 1 (Lender Tax Status)III; or (ii) in the case of any other Lender, that as at the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase DateConfirmation, it is: (A) a UK Bank Lender; (B) a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or (C) a UK Treaty Lender, as the same shall be expressly indicated in the relevant Transfer Deed Assignment and Assumption or Increase Confirmation. (b) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 A of Schedule 1 III (Lender Tax Status) or in the Transfer Deed Assignment and Assumption or Increase Confirmation pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Administrative Agent and to each UK Borrower, on the Original Execution 2020 Amendment Effective Date, or on the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase Date Confirmation (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such definition on that date, and has notified the Facility Administrative Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company each UK Borrower if and to the extent requested to do so, by the Facility AgentAdministrative Agent or a UK Borrower; and (ii) the Facility Administrative Agent and to each UK Borrower, that unless it notifies the Facility Administrative Agent and the Company each UK Borrower to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) above is true in relation to that LenderXxxxxx’s participation in each Advance Loan made to such a UK Borrower, on each date that such the relevant UK Borrower makes a payment of interest in relation to such AdvanceLoan. (ci) A Lender which becomes a Party on the day on which this Agreement is entered into that intends holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to qualify as apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence opposite its name in Part A of Schedule III. (ii) A new lender that holds a UK passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption or Increase Confirmation which it executes. (iii) If a Lender has not confirmed its scheme reference number and either jurisdiction of tax residence in accordance with paragraph (c)(i) or paragraph (c)(ii) above, then no Loan Party shall make any filing under or in relation to the Parent HMRC DT Treaty Passport Scheme in respect of that Xxxxxx’s Commitment(s) or the relevant Obligor its participation in any Loan unless that Xxxxxx otherwise agrees. (iv) Each Loan Party that makes a payment UK Payment to which that Lender is entitled shall cooperate with the Lender in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor Loan Party to obtain authorisation to make that payment without a Tax DeductionDeduction (including where a Lender includes the indication described in paragraphs (c)(i) or (c)(ii) above, filing with HMRC, within any applicable time limit, a form DTTP2 or such equivalent or other HMRC form(s) as may be required to be filed pursuant to the HMRC DT Treaty Passport Scheme in respect of that Lender, completed in accordance with the information provided by that Lender); provided, however, that nothing in this paragraph (cc)(i) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (d) (i) If, in relation to any interest payment to a Lender on an Advance made to a UK BorrowerLoan: (A) that Lender Xxxxxx has confirmed to the relevant UK Borrower and to the Facility Administrative Agent before that interest payment would otherwise fall due that: (1) it has completed completed, where applicable, the necessary procedural formalities referred to in in, and otherwise complied with, paragraph (c) above; and

Lender Tax Status. (a) Each Lender represents and warrants to the Facility Agent and to each Borrower: (i) in the case of an Original Lender, that as at the Original Execution Date, it has the tax status set out opposite its name in Part 2 of Schedule 1 (Lender Tax Status); or (ii) in the case of any other Lender, that as at the relevant Transfer Date or Increase Date(and in the case of a C Facility Lender, the date of the C Facility Lender Deed of Accession), it is: (A) a UK Bank Lender; (B) a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or; (C) a UK Treaty Lender; or (D) a US Accession Lender, as the same shall be expressly indicated in the relevant Transfer Deed or Increase ConfirmationC Facility Lender Deed of Accession, as applicable. (b) Each Lender expressed to be a “UK Non-Bank Lender” Lender in Part 2 of Schedule 1 (Lender Tax Status) or in the Transfer Deed or Increase Confirmation in the C Facility Lender Deed of Accession, as applicable, pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Agent and to each UK Borrower, on the Original Execution Date, or on the relevant Transfer Date or Increase Date (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such the definition of UK Non-Bank Lender on that date, and has notified the Facility Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company if and to the extent requested to do so, by the Facility Agent; and (ii) the Facility Agent and to each UK Borrower, that unless it notifies the Facility Agent and the Company to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) above of this Clause 17.2(b) is true in relation to that Lender’s Lenders participation in each Advance made to such Borrower, on each date that such UK Borrower makes a payment of interest in relation to such Advance. (ci) A Lender that intends to qualify as a UK Treaty Lender and either the Parent or the relevant Obligor that makes a payment to which that Lender is entitled shall cooperate in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor to obtain authorisation to make that payment without a Tax Deduction; provided, however, that nothing in this paragraph (cClause 17.2(c)(i) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (ii) Any Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) and that is entitled to payment from the US Borrower without a Tax Deduction for United States federal withholding taxes, shall as soon as reasonably practicable: (1) to the extent able to do so without breaching any legal or regulatory restrictions or having to disclose any confidential information, deliver to the US Borrower, with a copy to the Facility Agent, upon the reasonable written request of the US Borrower, (i) two accurate and complete originally executed US Internal Revenue Service Forms W-8BEN or W-8ECI (or any successor), whichever is relevant, certifying such Lenders legal entitlement to an exemption or reduction from any Tax Deduction for US federal withholding taxes with respect to all payments hereunder, or (ii) in the case of each such Lender, if the Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either US Internal Revenue Service Form W-8ECI or Form W-8BEN (certifying such Lenders legal entitlement to an exemption or reduction from any Tax Deduction for US federal withholding taxes) pursuant to sub-paragraph (i) above, (x) a statement certifying that such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code and (y) two accurate and complete originally executed copies of US Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying such Lenders legal entitlement to an exemption or reduction from any Tax Deduction for US federal withholding taxes with respect to all payments hereunder; and (2) to the extent able do so without breaching any legal or regulatory restrictions or having to disclose any confidential information at such times, provide to the US Borrower, with a copy to the Facility Agent) new Forms W-8BEN or W-8ECI (or any successor), whichever is relevant, upon the expiration or obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, any Tax Deduction for US federal withholding taxes with respect to any payment hereunder. (iii) Any Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) and that is entitled to payment from the US Borrower, other than a Lender that has a name that indicates that it is an exempt recipient (as such term is defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations), shall as soon as reasonably practicable: (1) to the extent able to do so without breaching any legal or regulatory restrictions or having to disclose any confidential information, deliver to the US Borrower, with a copy to the Facility Agent, upon the reasonable written request of the US Borrower, (i) two accurate and complete originally executed US Internal Revenue Service Forms W-9 (or any successor); and (2) to the extent able do so without breaching any legal or regulatory restrictions or having to disclose any confidential information at such times, provide to the US Borrower, with a copy to the Facility Agent, new Forms W-9 (or any successor), whichever is relevant, upon the expiration or obsolescence of any previously delivered form. (i) If, in relation to any interest payment to a Lender on an Advance made to a UK Borrower: (A) that Lender has confirmed to the relevant UK Borrower and to the Facility Agent before that interest payment would otherwise fall due that: (1) it has completed the necessary procedural formalities referred to in paragraph (cc)(i) aboveof this Clause 17.2; and

Lender Tax Status. Part 1 - UK (a) Each Lender in respect of a Loan to a UK Borrower represents and warrants to the Facility Administrative Agent and to each UK Borrower: (i) in the case of an Original Lendera Lender party to this Agreement at the Amendment Effective Date, that as at the Original Execution Amendment Effective Date, it has the tax status set out opposite its name in Part 2 A of Schedule 1 (Lender Tax Status)III; or (ii) in the case of any other Lender, that as at the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase DateConfirmation, it is: (A) a UK Bank Lender; (B) a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or (C) a UK Treaty Lender, as the same shall be expressly indicated in the relevant Transfer Deed Assignment and Assumption or Increase Confirmation. (b) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 A of Schedule 1 III (Lender Tax Status) or in the Transfer Deed Assignment and Assumption or Increase Confirmation pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Administrative Agent and to each UK Borrower, on the Original Execution Amendment Effective Date, or on the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase Date Confirmation (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such definition on that date, and has notified the Facility Administrative Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company each UK Borrower if and to the extent requested to do so, by the Facility AgentAdministrative Agent or a UK Borrower; and (ii) the Facility Administrative Agent and to each UK Borrower, that unless it notifies the Facility Administrative Agent and the Company each UK Borrower to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) above is true in relation to that Lender’s participation in each Advance Loan made to such a UK Borrower, on each date that such the relevant UK Borrower makes a payment of interest in relation to such AdvanceLoan. (cd) A Lender which becomes a Party on the day on which this Agreement is entered into that intends holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to qualify as apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence opposite its name in Part A of Schedule III. (i) A new lender that holds a UK passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption or Increase Confirmation which it executes. (ii) If a Lender has not confirmed its scheme reference number and either jurisdiction of tax residence in accordance with paragraph (c)(i) or paragraph (c)(ii) above, then no Loan Party shall make any filing under or in relation to the Parent HMRC DT Treaty Passport Scheme in respect of that Lender’s Commitment(s) or the relevant Obligor its participation in any Loan unless that Lender otherwise agrees. (iii) Each Loan Party that makes a payment UK Payment to which that Lender is entitled shall cooperate with the Lender in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor Loan Party to obtain authorisation to make that payment without a Tax DeductionDeduction (including where a Lender includes the indication described in paragraphs (c)(i) or (c)(ii) above, filing with HMRC, within any applicable time limit, a form DTTP2 or such equivalent or other HMRC form(s) as may be required to be filed pursuant to the HMRC DT Treaty Passport Scheme in respect of that Lender, completed in accordance with the information provided by that Lender); provided, however, that nothing in this paragraph (cc)(i) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (if) If, in relation to any interest payment to a Lender on an Advance made to a UK BorrowerLoan: (A) that Lender has confirmed to the relevant UK Borrower and to the Facility Administrative Agent before that interest payment would otherwise fall due that: (1) it has completed completed, where applicable, the necessary procedural formalities referred to in in, and otherwise complied with, paragraph (c) above; and

Lender Tax Status. Part 1 - UK (a) Each Lender in respect of a Loan to a UK Borrower represents and warrants to the Facility Administrative Agent and to each UK Borrower: (i) in the case of an Original Lendera Lender party to this Agreement at the Amendment Effective Date, that as at the Original Execution Amendment Effective Date, it has the tax status set out opposite its name in Part 2 A of Schedule 1 (Lender Tax Status)III; or (ii) in the case of any other Lender, that as at the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase DateConfirmation, it is: (A) a UK Bank Lender; (B) a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or (C) a UK Treaty Lender, as the same shall be expressly indicated in the relevant Transfer Deed Assignment and Assumption or Increase Confirmation. (b) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 A of Schedule 1 III (Lender Tax Status) or in the Transfer Deed Assignment and Assumption or Increase Confirmation pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Administrative Agent and to each UK Borrower, on the Original Execution Amendment Effective Date, or on the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase Date Confirmation (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such definition on that date, and has notified the Facility Administrative Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company each UK Borrower if and to the extent requested to do so, by the Facility AgentAdministrative Agent or a UK Borrower; and (ii) the Facility Administrative Agent and to each UK Borrower, that unless it notifies the Facility Administrative Agent and the Company each UK Borrower to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) above is true in relation to that Lender’s participation in each Advance Loan made to such a UK Borrower, on each date that such the relevant UK Borrower makes a payment of interest in relation to such AdvanceLoan. (ci) A Lender which becomes a Party on the day on which this Agreement is entered into that intends holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to qualify as apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence opposite its name in Part A of Schedule III. (ii) A new lender that holds a UK passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption or Increase Confirmation which it executes. (iii) If a Lender has not confirmed its scheme reference number and either jurisdiction of tax residence in accordance with paragraph (c)(i) or paragraph (c)(ii) above, then no Loan Party shall make any filing under or in relation to the Parent HMRC DT Treaty Passport Scheme in respect of that Lender’s Commitment(s) or the relevant Obligor its participation in any Loan unless that Lender otherwise agrees. (iv) Each Loan Party that makes a payment UK Payment to which that Lender is entitled shall cooperate with the Lender in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor Loan Party to obtain authorisation to make that payment without a Tax DeductionDeduction (including where a Lender includes the indication described in paragraphs (c)(i) or (c)(ii) above, filing with HMRC, within any applicable time limit, a form DTTP2 or such equivalent or other HMRC form(s) as may be required to be filed pursuant to the HMRC DT Treaty Passport Scheme in respect of that Lender, completed in accordance with the information provided by that Lender); provided, however, that nothing in this paragraph (cc)(i) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (d) (i) If, in relation to any interest payment to a Lender on an Advance made to a UK BorrowerLoan: (A) that Lender has confirmed to the relevant UK Borrower and to the Facility Administrative Agent before that interest payment would otherwise fall due that: (1) it has completed completed, where applicable, the necessary procedural formalities referred to in in, and otherwise complied with, paragraph (c) above; and

Lender Tax Status. Part 1 - UK (a) Each Lender in respect of a Loan to a UK Borrower represents and warrants to the Facility Administrative Agent and to each UK Borrower: (i) in the case of an Original Lendera Lender party to this Agreement at the 2020 Amendment Effective Date, that as at the Original Execution 2020 Amendment Effective Date, it has the tax status set out opposite its name in Part 2 A of Schedule 1 (Lender Tax Status)III; or (ii) in the case of any other Lender, that as at the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase DateConfirmation, it is: (A) a UK Bank Lender; (B) a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or (C) a UK Treaty Lender, as the same shall be expressly indicated in the relevant Transfer Deed Assignment and Assumption or Increase Confirmation. (b) Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 A of Schedule 1 III (Lender Tax Status) or in the Transfer Deed Assignment and Assumption or Increase Confirmation pursuant to which it becomes a Lender represents and warrants to: (i) the Facility Administrative Agent and to each UK Borrower, on the Original Execution 2020 Amendment Effective Date, or on the relevant Transfer Date effective date specified in each Assignment and Assumption or the relevant effective date specified in each Increase Date Confirmation (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such definition on that date, and has notified the Facility Administrative Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company each UK Borrower if and to the extent requested to do so, by the Facility AgentAdministrative Agent or a UK Borrower; and (ii) the Facility Administrative Agent and to each UK Borrower, that unless it notifies the Facility Administrative Agent and the Company each UK Borrower to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) above is true in relation to that LenderXxxxxx’s participation in each Advance Loan made to such a UK Borrower, on each date that such the relevant UK Borrower makes a payment of interest in relation to such AdvanceLoan. (ci) A Lender which becomes a Party on the day on which this Agreement is entered into that intends holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to qualify as apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence opposite its name in Part A of Schedule III. (ii) A new lender that holds a UK passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Loan Party) by including its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption or Increase Confirmation which it executes. (iii) If a Lender has not confirmed its scheme reference number and either jurisdiction of tax residence in accordance with paragraph (c)(i) or paragraph (c)(ii) above, then no Loan Party shall make any filing under or in relation to the Parent HMRC DT Treaty Passport Scheme in respect of that Xxxxxx’s Commitment(s) or the relevant Obligor its participation in any Loan unless that Lender otherwise agrees. (iv) Each Loan Party that makes a payment UK Payment to which that Lender is entitled shall cooperate with the Lender in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor Loan Party to obtain authorisation authorization to make that payment without a Tax DeductionDeduction (including where a Lender includes the indication described in paragraphs (c)(i) or (c)(ii) above, filing with HMRC, within any applicable time limit, a form DTTP2 or such equivalent or other HMRC form(s) as may be required to be filed pursuant to the HMRC DT Treaty Passport Scheme in respect of that Lender, completed in accordance with the information provided by that Lender); provided, however, that nothing in this paragraph (cc)(i) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (d) (i) If, in relation to any interest payment to a Lender on an Advance made to a UK BorrowerLoan: (A) that Lender has confirmed to the relevant UK Borrower and to the Facility Administrative Agent before that interest payment would otherwise fall due that: (1) it has completed completed, where applicable, the necessary procedural formalities referred to in in, and otherwise complied with, paragraph (c) above; and