Common use of Status of Purchasers Clause in Contracts

Status of Purchasers. Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Document shall deliver to Borrower and Agent, at the time or times reasonably requested by Borrower or Agent, such properly completed and executed documentation reasonably requested by Borrower or Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower or Agent as will enable Borrower or Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (B)) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). Without limiting the generality of the preceding paragraph, each Purchaser organized under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC, a certificate, in a form reasonably acceptable to Borrower and Agent, showing such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the IRC or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC (a “Certificate of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Loan Document shall deliver to Borrower the Issuer and the Administrative Agent, at the time or times reasonably requested by Borrower the Issuer or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Issuer or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Issuer or the Administrative Agent, shall deliver such other documentation prescribed by Applicable applicable Law or reasonably requested by Borrower or Agent as will enable Borrower the Issuer or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (B)) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). Without limiting the generality of the preceding paragraphforegoing, each in the event that the Issuer is a U.S. Person, (i) any Purchaser organized that is a U.S. Person shall deliver to the Issuer and the Administrative Agent on or about the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of the Issuer or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Administrative Agent), whichever of the following is applicable: (A) in the case of a jurisdiction outside Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower Issuer within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the IRC Code, or a “controlled foreign corporation” related to the Issuer as described in Section 881(c)(3)(C) of the IRC Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed copies of Exemption”). Prior IRS Form W-8BEN or IRS Form W 8BEN-E; or (D) to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to an exemption with respect to payments to be made to not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) if a payment made to a Purchaser under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Issuer and the Administrative Agent at the applicable statutory rates time or times prescribed by law and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time or times reasonably requested by the Issuer or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Administrative Agent as may be necessary for the Issuer and the Administrative Agent to comply with their obligations under FATCA and to determine that such Foreign Purchaser establishes has complied with its entitlement obligations under FATCA or to determine the amount, if any, to deduct and withhold from such exemption payment. Solely for purposes of this clause 3.1(e)(iii), “FATCA” shall include any amendments made to Borrower and AgentFATCA after the Agreement Date. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, agrees that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, any form or certification it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time previously delivered expires or change in circumstances renders such documentation expired, becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Issuer and the Administrative Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Sellers and the Agent, at the time or times reasonably requested by Borrower a Seller or the Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrower a Seller or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower a Seller or the Agent, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by Borrower such Seller or the Agent as will enable Borrower such Seller or the Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph Section 10.7(f)(ii)(A), (B)ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). i) Without limiting the generality of the preceding paragraphforegoing, each in the event that the Seller is a U.S. Person: (A) any Purchaser organized that is a U.S. Person shall deliver to the Sellers and the Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of a jurisdiction outside Seller or the Agent), executed originals of IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Sellers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of a Seller or the Agent), whichever of the following is applicable; (1) in the case of a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as with respect to which payments to be made of interest under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and any Transaction Document, executed originals of IRS Form W-8BEN, W-8BEN-E or Form W-8ECI any successor form establishing an exemption from, or other applicable formreduction of, certificate or document prescribed by U.S. Federal withholding Tax pursuant to the IRS or reasonably requested by Agent or Borrower, certifying as to “interest” article of such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN, W-8BEN-E or any successor form establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to be made to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit XII-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower either Seller within the meaning of Section 881(c)(3)(B) of the IRC Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed originals of Exemption”). Prior IRS Form W-8BEN, W-8BEN-E or any successor form; or (4) to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to an exemption with respect to payments to be made to not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, W-8BEN-E or any successor form, a U.S. Tax Compliance Certificate substantially in the form of Exhibit XII-2 or Exhibit XII-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser at may provide a U.S. Tax Compliance Certificate substantially in the applicable statutory rates form of Exhibit XII-4 on behalf of each such direct and no Note Party shall be required to pay indirect partner; (C) any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement shall, to such exemption the extent it is legally entitled to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and do so, deliver to the relevant Borrower Sellers and Agent, the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower the Seller or the Agent), two properly completed executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Seller or the Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Transaction Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Seller and duly signed original copies the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Seller or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of Form W-9 the Code) and such additional documentation reasonably requested by the Seller or any successor form the Agent as may be necessary for the Seller and the Agent to comply with their obligations under FATCA and to determine that such Purchaser is entitled has complied with such Purchaser’s obligations under FATCA or to provide at determine the amount to deduct and withhold from such timepayment. Solely for purposes of this clause (D), establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it “FATCA” shall provide include any amendments made to FATCA after the appropriate withholding form date of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7Agreement. Each Purchaser shall, whenever a lapse in time agrees that if any form or change in circumstances renders such documentation expired, certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Sellers and the Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Seller and the Administrative Agent, at the time or times reasonably requested by Borrower the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable applicable Law or reasonably requested by Borrower the Seller or the Administrative Agent as will enable Borrower the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 4.03(g)(ii)(1), 4.03(g)(ii)(2) and 4.03(g)(ii)(4)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing, each in the event that the Seller is a U.S. Person: (1) any Purchaser organized that is a U.S. Person shall deliver to the Seller and the Administrative Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of the Seller or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (2) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Administrative Agent), whichever of the following is applicable: (I) in the case of a jurisdiction outside Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (II) executed copies of IRS Form W-8ECI; (III) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit H-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, (B) a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed copies of Exemption”IRS Form W-8BEN-E (or W-8BEN if applicable). Prior ; or (IV) to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to an exemption with respect to payments to be made to not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN if applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser at may provide a U.S. Tax Compliance Certificate substantially in the applicable statutory rates form of Exhibit H-4 on behalf of each such direct and no Note Party shall be required to pay indirect partner; (3) any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement shall, to such exemption the extent it is legally entitled to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and do so, deliver to the relevant Borrower Seller and Agent, the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower the Seller or the Administrative Agent), two properly completed and duly signed original executed copies of Form W-9 any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Seller or the Administrative Agent to determine the withholding or deduction required to be made; or (4) if a payment made to a Purchaser under any successor form Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Seller and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Seller or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller or the Administrative Agent as may be necessary for the Seller and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser is entitled has complied with such Purchaser’s obligations under FATCA or to provide at determine the amount to deduct and withhold from such timepayment. Solely for purposes of this clause (4), establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it “FATCA” shall provide include any amendments made to FATCA after the appropriate withholding form date of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7Agreement. Each Purchaser shall, whenever a lapse in time agrees that if any form or change in circumstances renders such documentation expired, certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Seller and the Administrative Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Credit Document shall deliver to Borrower and Agentthe Borrower, at the time or times reasonably requested by Borrower or Agentthe Borrower, such properly completed and executed documentation reasonably requested by the Borrower or Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower or Agentthe Borrower, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by the Borrower or Agent as will enable the Borrower or Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation . (other than such documentation set forth below in this paragraph (B)ii) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). Without limiting the generality of the preceding paragraphforegoing: any Purchaser that is a U.S. Person shall deliver to the Borrower on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), each two executed copies of IRS Form W-9 certifying that such Purchaser organized is exempt from U.S. federal backup withholding tax; any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of the Borrower), whichever of the following is applicable: in the case of a jurisdiction outside Foreign Purchaser claiming the benefits of an income tax treaty to which the United States (is a “Foreign Purchaser”) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and party, executed copies of IRS Form W-8BEN, W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax; executed copies of IRS Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, W-8ECI; in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit D-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the IRC Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed copies of Exemption”). Prior IRS Form W-8BEN or W-8BEN-E; or to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2; any Foreign Purchaser shall, to the extent it is legally entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphdo so, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, (in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower or Agentthe Borrower), two properly completed and duly signed original executed copies of Form W-9 any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; and if a payment made to a Purchaser under any successor form that Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser is entitled were to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser fail to comply with this the applicable reporting requirements of FATCA (including those contained in Section 2.7. Each 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall, whenever a lapse in shall deliver to the Borrower at the time or change in circumstances renders times prescribed by law and at such time or times reasonably requested by the Borrower such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation prescribed by applicable law (including any new as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the applicable withholding agentBorrower as may be necessary for the Borrower to comply with its obligations under FATCA and to determine that such Purchaser has complied with such Purchaser’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iii) Each Purchaser agrees that if any form or certification it previously delivered becomes inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Seller and the Administrative Agent, at the time or times reasonably requested by Borrower the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable applicable Law or reasonably requested by Borrower the Seller or the Administrative Agent as will enable Borrower the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 4.03(g)(ii)(1), 4.03(g)(ii)(2) and 4.03(h)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing, each in the event that the Seller is a U.S. Person: (1) any Purchaser organized that is a U.S. Person shall deliver to the Seller and the Administrative Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of the Seller or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (2) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Administrative Agent), whichever of the following is applicable: (I) in the case of a jurisdiction outside Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (II) executed copies of IRS Form W-8ECI; (III) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit H-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, (B) a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed copies of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement IRS Form W-8BEN-E (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholdingW-8BEN if applicable); provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.or

Status of Purchasers. (a) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Document shall deliver to Borrower Issuer and Collateral Agent, at the time or times reasonably requested by Borrower Issuer or Collateral Agent, such properly completed and executed documentation reasonably requested by Borrower Issuer or Collateral Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower Issuer or Collateral Agent, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by Borrower Issuer or Collateral Agent as will enable Borrower Issuer or Collateral Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in Sections 7(b)(i), 7(b)(ii) and 7(b)(iv) of this paragraph (B)Exhibit C) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). b) Without limiting the generality of the preceding paragraphforegoing, each in the event that Issuer is a U.S. Person, (i) any Purchaser organized that is a U.S. Person shall deliver to Issuer and Collateral Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of Issuer or Collateral Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to Issuer and Collateral Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of Issuer or Collateral Agent), whichever of the following is applicable: A. in the case of a jurisdiction outside Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Note Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Note Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; B. executed copies of IRS Form W-8ECI; C. in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCInternal Revenue Code, (x) a certificate, in a form and substance reasonably acceptable to Borrower Issuer and Collateral Agent, showing to the effect that such Foreign Purchaser (or other applicable Person) is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCInternal Revenue Code, a “10 percent shareholder” of the Borrower Issuer within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the IRC Internal Revenue Code, or a “controlled foreign corporation” related to Issuer as described in Section 881(c)(3)(C) of the IRC Internal Revenue Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed copies of Exemption”). Prior IRS Form W-8BEN or IRS Form W-8BEN-E; or D. to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to an exemption with respect to payments to be made to not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser at may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Foreign Purchaser shall, to the applicable statutory rates extent it is legally entitled to do so, deliver to Issuer and no Note Party Collateral Agent (in such number of copies as shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within requested by the meaning of Section 7701(a)(30recipient) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower Issuer or Collateral Agent), two properly completed and duly signed original executed copies of Form W-9 any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Issuer or Collateral Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Purchaser under any successor form Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Purchaser shall deliver to Issuer and Collateral Agent at the time or times prescribed by law and at such time or times reasonably requested by Issuer or Collateral Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Issuer or Collateral Agent as may be necessary for Issuer and Collateral Agent to comply with their obligations under FATCA and to determine that such Purchaser is entitled has complied with such Purchaser’s obligations under FATCA or to provide at determine the amount, if any, to deduct and withhold from such timepayment. Solely for purposes of this clause (iv), establishing an exemption from United States backup withholding requirements; provided, however, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (c) Each Purchaser agrees that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, any form or certification it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time previously delivered expires or change in circumstances renders such documentation expired, becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower Issuer and Collateral Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments made under any Note Document shall deliver to Borrower the Issuer and Agentthe Purchaser Representative, at the time or times reasonably requested by Borrower the Issuer or Agentthe Purchaser Representative, such properly completed and executed documentation as the Issuer or the Purchaser Representative may reasonably requested by Borrower or Agent as will request to permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Issuer or Agentthe Purchaser Representative, shall deliver such other documentation prescribed by Applicable applicable Requirements of Law or reasonably requested by Borrower the Issuer or Agent the Purchaser Representative as will enable Borrower the Issuer or Agent the Purchaser Representative to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Each Purchaser hereby authorizes the Purchaser Representative to deliver to the Issuer and to any successor Purchaser Representative any documentation provided to the Purchaser Representative pursuant to this Section 2.20(f). Notwithstanding anything to the contrary in the preceding two three sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in paragraphs (f)(ii)(A), (ii)(B) and (ii)(D) of this paragraph (B)Section 2.20) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraph, foregoing, (A) each U.S. Purchaser organized under shall deliver to the laws of Issuer and the Purchaser Representative on or prior to the date on which such U.S. Purchaser becomes a jurisdiction outside the United States (a “Foreign Purchaser”) as to which payments to be made Purchaser under this Agreement are (and from time to time thereafter upon the reasonable request of the Issuer or the Purchaser Representative, two copies of executed IRS Form W-9 certifying that such Purchaser is exempt from United States withholding tax U.S. federal backup withholding; (B) each Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Purchaser Representative on or are subject prior to United States withholding tax at the date on which such Foreign Purchaser becomes a reduced rate Purchaser under an applicable statute this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or tax treaty shall provide to Borrower and Agent the Purchaser Representative), whichever of the following is applicable: (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, in the case of any Foreign Purchaser claiming the benefits of an income tax treaty to which the U.S. is a party, two copies of executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing any available exemption from, or reduction of, U.S. federal withholding Tax; (2) two copies of executed IRS Form W-8ECI (or any successor forms); (3) in the case of any Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the IRCCode, a certificate, (x) two copies of an executed certificate substantially in a the form reasonably acceptable of Exhibit O-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower Issuer within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the IRC Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code, and that no payments payable to such Purchaser are effectively connected with the conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) two copies of executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor forms); or (4) to the extent any Foreign Purchaser is not the beneficial owner (e.g., where the Foreign Purchaser is a partnership or participating Purchaser), two copies of executed IRS Form W-8IMY (or any successor forms), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exemption”Exhibit O-2, Exhibit O-3 or Exhibit O-4, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Foreign Purchaser is a partnership (and not a participating Purchaser) and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit O-4 on behalf of each such direct or indirect partner(s). Prior to becoming a Purchaser under this Agreement and within fifteen ; (15C) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption shall, to Borrower and Agent. If a Foreign Purchaser the extent it is legally entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphdo so, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower Issuer and Agent, the Purchaser Representative on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower the Issuer or Agentthe Purchaser Representative), two properly completed and duly signed original copies of Form W-9 any other executed form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit the Issuer or the Purchaser Representative to determine the withholding or deduction required to be made; and (D) if a payment made to any successor form that Purchaser under any Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser is entitled were to provide fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Issuer and the Purchaser Representative at the time or times prescribed by applicable Requirements of Law and at such timetime or times reasonably requested by the Issuer or the Purchaser Representative such documentation as is prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and may be necessary for the Issuer and the Purchaser Representative to comply with their obligations under FATCA, establishing an exemption to determine whether such Purchaser has complied with such Purchaser’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from United States backup withholding requirements; providedsuch payment. For the avoidance of doubt, however, that if a Purchaser is a an entity disregarded entity from its owner for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 references to the extent that foregoing documentation are intended to refer to documentation with respect to such Purchaser’s owner and, as applicable, such Purchaser. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the obligation to pay such additional amounts would not have arisen but for the failure date of such Purchaser to comply with this Section 2.7Agreement. Each Purchaser shall, whenever a lapse agrees that if any documentation (including any specific documentation required above in time this Section 2.20(f)) it previously delivered expires or change in circumstances renders such documentation expired, becomes obsolete or inaccurate in any material respect, it shall deliver promptly to Borrower the Issuer and Agent the Purchaser Representative updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agentIssuer or the Purchaser Representative) or promptly notify Borrower the Issuer and Agent the Purchaser Representative in writing of its inability legal ineligibility to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser Purchasers that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Seller and the Administrative Agent, at the time or times reasonably requested by Borrower the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower the Seller or the Administrative Agent as will enable Borrower the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing: (A) a Purchaser that is a U.S. Person shall deliver to the Seller and the Administrative Agent from time to time upon the reasonable request of the Seller or the Administrative Agent, each copies of executed Internal Revenue Service Form W-9 certifying that such Purchaser organized under is exempt from U.S. federal backup withholding tax; and (B) any Purchaser that is not a U.S. Person shall, to the laws extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) from time to time upon the reasonable request of the Seller or the Administrative Agent, whichever of the following is applicable: (1) in the case of such a jurisdiction outside Purchaser claiming the benefits of an income tax treaty to which the United States is a party, (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of yield under any Transaction Document, copies of executed of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (2) copies of executed Internal Revenue Service Form W-8ECI; (3) in the case of such a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate of ExemptionU.S. Tax Compliance Certificate”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30(y) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of executed Internal Revenue Service Form W-9 W-8BEN or any successor form that such Purchaser is entitled to provide at such timeInternal Revenue Service Form W-8BEN-E, establishing an exemption from United States backup withholding requirementsas applicable; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner or (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 4) to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliverthe beneficial owner, copies of executed Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Purchaser is a partnership and one or more direct or indirect partners of such Purchaser are claiming the portfolio interest exemption, such Purchaser may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Seller and the Administrative Agent, at the time or times reasonably requested by Borrower the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower the Seller or the Administrative Agent as will enable Borrower the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 4.03(f)(ii)(A), 4.03(f)(ii)(B) and 4.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). i) Without limiting the generality of the preceding paragraphforegoing: (A) a Purchaser that is a U.S. Person shall deliver to the Seller and the Administrative Agent from time to time upon the reasonable request of the Seller or the Administrative Agent, each executed originals of Internal Revenue Service Form W-9 certifying that such Purchaser organized under is exempt from U.S. federal backup withholding tax; (B) any Purchaser that is not a U.S. Person shall, to the laws extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the Seller or Administrative Agent) from time to time upon the reasonable request of the Seller or the Administrative Agent, whichever of the following is applicable: (1) in the case of such a jurisdiction outside Purchaser claiming the benefits of an income tax treaty to which the United States is a party, (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (2) executed originals of Internal Revenue Service Form W-8ECI; (3) in the case of such a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent such Purchaser is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Purchaser is a partnership and one or more direct or indirect partners of such Purchaser are claiming the portfolio interest exemption, such Purchaser may provide a U.S. Tax Compliance Certificate on behalf of Exemption”each such direct and indirect partner; and (C) any Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent , from time to time thereafterupon the reasonable request of the Seller or the Administrative Agent, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate executed originals of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts other form prescribed by Applicable Law as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an basis for claiming exemption from United States backup withholding requirements; provided, however, that if or a Purchaser is a disregarded entity for reduction in U.S. federal income tax purposeswithholding Tax, it shall provide the appropriate withholding form of its owner (duly completed, together with appropriate supporting documentation). The Borrower shall not such supplementary documentation as may be required prescribed by Applicable Law to pay additional amounts in respect of Taxes permit the Seller or the Administrative Agent to any Purchaser pursuant to this Section 2.7 to determine the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time withholding or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts deduction required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to delivermade.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Note Transaction Document shall deliver to Borrower and each Withholding Agent, at the time or times reasonably requested by Borrower or such Withholding Agent, such properly completed and executed documentation reasonably requested by Borrower or such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by Borrower or any Withholding Agent, shall deliver such other documentation prescribed by Applicable Law law or reasonably requested by Borrower or such Withholding Agent as will enable Borrower or such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this clauses (A) through (E) of paragraph (B)f)(ii) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it being understood that providing is legally eligible to do so. Notwithstanding any information currently required by any U.S. federal income tax withholding form other provision of this paragraph, a Withholding Agent shall not be considered prejudicial required to the position of a Purchaser). deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the preceding paragraphforegoing, each Purchaser organized receiving any payment under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as any Transaction Document shall, if it is legally eligible to which payments do so, deliver to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and each Withholding Agent (1in such number of copies as is reasonably requested by such Withholding Agent) on or prior to the date on which such Purchaser becomes a properly party hereto (or if not a party hereto, on or prior to the date on which it would, contingently or otherwise, become entitled to any payments hereunder), duly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by copies of whichever of the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (1) with respect to payments of interest under this Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (C) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, both (1) IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, (y) a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (each, a “Certificate of ExemptionU.S. Tax Compliance Certificate”). Prior to becoming ; (E) in the case of a Purchaser receiving a payment under this Agreement and within fifteen (15) days after any Transaction Document, other than a reasonable written request U.S. Person, that is not the beneficial owner of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (including a partnership or to a reduced rate participating Purchaser), (1) an IRS Form W-8IMY on behalf of withholdingitself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and does not (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, partner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if such Purchaser is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each Withholding Agent to determine the information amount of Tax (if any) required by Applicable Law to be withheld. (iii) If a payment received by a Purchaser under any Transaction Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the preceding paragraph establishing its entitlement Code, as applicable), such Purchaser shall deliver to such exemption to Borrower and Agent within any Withholding Agent, at the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates or times prescribed by law and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that or times reasonably requested by such Foreign Purchaser establishes its entitlement to Withholding Agent, such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of documentation prescribed by applicable law (including as prescribed by Section 7701(a)(301471(b)(3)(C)(i) of the IRC shall execute Code) and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and such Withholding Agent of as may be necessary for such Withholding Agent to comply with its inability obligations under FATCA, to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 determine that such Purchaser is has or has not legally able complied with such Purchaser’s obligations under FATCA and, as necessary, to deliverdetermine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f)(iii), “FATCA” shall include any and all amendments made to FATCA after the date of this Agreement and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with FATCA.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Seller and the Administrative Agent, at the time or times reasonably requested by Borrower the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable applicable Law or reasonably requested by Borrower the Seller or the Administrative Agent as will enable Borrower the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 4.03(g)(ii)(1), 4.03(g)(ii)(2) and 4.03(h)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing, each in the event that the Seller is a U.S. Person: (1) any Purchaser organized that is a U.S. Person shall deliver to the Seller and the Administrative Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of the Seller or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (2) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Administrative Agent), whichever of the following is applicable: (I) in the case of a jurisdiction outside Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (II) executed copies of IRS Form W-8ECI; (III) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit H-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, (B) a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed copies of Exemption”IRS Form W-8BEN-E (or W-8BEN if applicable). Prior ; or (iv) to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to an exemption with respect to payments to be made to not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W- 8BEN if applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser at may provide a U.S. Tax Compliance Certificate substantially in the applicable statutory rates form of Exhibit H-4 on behalf of each such direct and no Note Party shall be required to pay indirect partner; (3) any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement shall, to such exemption the extent it is legally entitled to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and do so, deliver to the relevant Borrower Seller and Agent, the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower the Seller or the Administrative Agent), two properly completed and duly signed original executed copies of Form W-9 or any successor other form that such Purchaser is entitled to provide at such time, establishing an prescribed by applicable Law as a basis for claiming exemption from United States backup withholding requirements; provided, however, that if or a Purchaser is a disregarded entity for reduction in U.S. federal income tax purposeswithholding Tax, it shall provide the appropriate withholding form of its owner (duly completed, together with appropriate supporting documentation). The Borrower shall not such supplementary documentation as may be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested prescribed by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.Law

Status of Purchasers. (a) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Document shall deliver to Borrower Issuer and Collateral Agent, at the time or times reasonably requested by Borrower Issuer or Collateral Agent, such properly completed and executed documentation reasonably requested by Borrower Issuer or Collateral Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower Issuer or Collateral Agent, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by Borrower Issuer or Collateral Agent as will enable Borrower Issuer or Collateral Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in Sections 7(b)(i), 7(b)(ii) and 7(b)(iv) of this paragraph (B)Exhibit C) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). b) Without limiting the generality of the preceding paragraph, each Purchaser organized under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, andforegoing, in the case of event that Issuer is a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(cU.S. Person, (i) of the IRC, a certificate, in a form reasonably acceptable to Borrower and Agent, showing such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the IRC or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC (a “Certificate of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC Person shall execute and deliver to the relevant Borrower Issuer and Agent, Collateral Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower Issuer or Collateral Agent), two properly completed and duly signed original executed copies of IRS Form W-9 or any successor form certifying that such Purchaser is entitled to provide at such time, establishing an exemption exempt from United States U.S. federal backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.tax;

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Seller and the Administrative Agent, at the time or times reasonably requested by Borrower the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower the Seller or the Administrative Agent as will enable Borrower the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing: (A) a Purchaser that is a U.S. Person shall deliver to the Seller and the Administrative Agent on or prior to the date on which any payments are made under any Transaction Document and from time to time upon the reasonable request of the Seller or the Administrative Agent, each executed originals or copies of Internal Revenue Service Form W-9 certifying that such Purchaser organized is exempt from U.S. federal backup withholding Tax; (B) any Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the Purchaser) on or prior to the date on which any payments are made under any Transaction Document and from time to time upon the laws reasonable request of the Seller or the Administrative Agent, whichever of the following is applicable: (1) in the case of such a jurisdiction outside Purchaser claiming the benefits of an income tax treaty to which the United States is a party, (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Transaction Document, executed originals or copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (2) executed originals or copies of Internal Revenue Service Form W-8ECI; 758444419 21691544 46 (3) in the case of such a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCInternal Revenue Code, (x) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCInternal Revenue Code, a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or (4) to the extent such Purchaser is not the beneficial owner, executed originals or copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Purchaser is a partnership and one or more direct or indirect partners of such Purchaser are claiming the portfolio interest exemption, such Purchaser may provide a U.S. Tax Compliance Certificate on behalf of Exemption”each such direct and indirect partner; and (C) any Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent , from time to time thereafterupon the reasonable request of the Seller or the Administrative Agent, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate executed originals or copies of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts other form prescribed by Applicable Law as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an basis for claiming exemption from United States backup withholding requirements; provided, however, that if or a Purchaser is a disregarded entity for reduction in U.S. federal income tax purposeswithholding Tax, it shall provide the appropriate withholding form of its owner (duly completed, together with appropriate supporting documentation). The Borrower shall not such supplementary documentation as may be required prescribed by Applicable Law to pay additional amounts in respect of Taxes permit the Seller or the Administrative Agent to any Purchaser pursuant to this Section 2.7 to determine the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time withholding or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts deduction required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to delivermade.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder or under any Note Document shall deliver to the Borrower and Agent, at the time or times reasonably requested by the Borrower or Agent, such properly completed and executed documentation as reasonably requested by the Borrower or Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower or Agentthe Borrower, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or Agent as will enable the Borrower or Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation . (other than such documentation set forth below in this paragraph (B)ii) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). Without limiting the generality of the preceding paragraphSection 3.5(e)(i), each Purchaser organized under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC, a certificate, in a form reasonably acceptable to Borrower and Agent, showing such Foreign Purchaser that is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the IRC or a “controlled foreign corporation” described United States person (as such term is defined in Section 881(c)(3)(C) of the IRC (a “Certificate of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC Code) for U.S. federal income tax purposes (a “Non-US Purchaser”) shall execute and deliver promptly to the relevant Borrower and AgentBorrower, on or prior to the Closing Date (in the case of each Purchaser listed on the signature pages hereof on or prior to the Closing Date or, if later, on or prior to the date on which such Purchaser becomes a Purchaser under party to this Agreement), and from time to time thereafter upon at such other times as the request Borrower reasonably requests, (i) two original copies of Borrower or AgentIRS Form W-8BEN, two W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly signed original copies executed by such Purchaser and, if applicable, the beneficial owner(s) of Form W-9 payments under the Note Documents, and such other documentation prescribed by the Code and applicable Treasury regulations or any successor form reasonably requested by the Borrower to establish, if applicable, that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal tax with respect to any payments to such Purchaser under any of the Note Documents, or (ii) if such Purchaser is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate Regarding Non-Bank Status that is substantially in the form of Exhibit B together with two original copies of IRS Form W-8BEN or W-8BEN-E or W-8IMY (or any successor form), properly completed and duly executed by such Purchaser and, if applicable, the beneficial owner(s) of payments under the Note Documents, and such other documentation prescribed by the Code and applicable Treasury regulations or reasonably requested by the Borrower to establish, if applicable, that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal tax with respect to any payments to such Purchaser under any of the Note Documents. Without limiting the generality of Section 3.5(e)(i), each Purchaser that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes (a “U.S. Purchaser”) shall deliver to the Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) and at such other times as the Borrower reasonably requests two original copies of IRS Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is a “United States person” and is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; providedtax, however, or otherwise prove that if a it is entitled to such an exemption. Each Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in deliver any forms, certificates or other evidence with respect of Taxes to any Purchaser United States federal tax withholding matters pursuant to this Section 2.7 3.5(e) hereby agrees, from time to time after the extent that the obligation to pay initial delivery by such additional amounts would not have arisen but for the failure Purchaser of such Purchaser to comply with this Section 2.7. Each Purchaser shallforms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such documentation expiredforms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser shall promptly deliver to the Borrower two new original copies of IRS Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), or a Certificate Regarding Non-Bank Status and two original copies of IRS Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such Purchaser and, if applicable, the beneficial owner(s) of payments under the Note Documents, and such other documentation prescribed by the Code and applicable Treasury regulations or reasonably requested by the Borrower, if applicable, to confirm or establish that such Purchaser is not subject to deduction or withholding of United States federal tax with respect to payments to such Purchaser under the Note Documents, or promptly notify the Borrower of its legal inability to Borrower and Agent updated deliver any such forms, certificates or other appropriate documentation evidence. (iii) If a payment made to a Purchaser under any Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including any new those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower as may be necessary for the Borrower to comply with its obligations under FATCA and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 determine that such Purchaser is not legally able has complied with such Purchaser’s obligations under FATCA or to deliverdetermine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date hereof.

Status of Purchasers. (a) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax tax with respect to payments made under any Note Document shall deliver to Borrower and Agentthe Issuer, at the time or times reasonably requested by Borrower or Agentthe Issuer, such properly completed and executed documentation reasonably requested by Borrower or Agent the Issuer as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower or Agentthe Issuer, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by Borrower or Agent the Issuer as will enable Borrower or Agent the Issuer to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in Sections 6(b)(i), 6(b)(ii) and 6(b)(iv) of this paragraph (B)Exhibit D) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). b) Without limiting the generality of the preceding paragraphforegoing, each in the event that Issuer is a U.S. Person, (i) any Purchaser organized that is a U.S. Person shall deliver to the Issuer on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of the Issuer), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer (in such number of copies as shall be requested by the Issuer) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer), whichever of the following is applicable: A. in the case of a jurisdiction outside Foreign Purchaser claiming the benefits of an income tax treaty to which the United States (is a “Foreign Purchaser”) as to which payments to be made under this Agreement are exempt from United States party, executed copies of IRS Form W-8BEN or IRS Form W- 8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding tax or are subject pursuant to United States withholding the applicable article(s) of such tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and treaty; B. executed copies of IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, W-8ECI; C. in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCInternal Revenue Code, (x) a certificate, certificate in a form and substance reasonably acceptable to Borrower and Agentthe Issuer, showing to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCInternal Revenue Code, a “10 percent shareholder” of the Borrower Issuer within the meaning of Section 881(c)(3)(Bthe (c) of the IRC or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC (a “Certificate of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser agrees that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver if any form or certification it previously delivered to the relevant Borrower and Agent, on Issuer expires or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower and Agent the Issuer in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Note Transaction Document shall deliver to Borrower and each Withholding Agent, at the time or times reasonably requested by Borrower or such Withholding Agent, such properly completed and executed documentation reasonably requested by Borrower or such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by Borrower or any Withholding Agent, shall deliver such other documentation prescribed by Applicable Law law or reasonably requested by Borrower or such Withholding Agent as will enable Borrower or such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this clauses (A) through (E) of paragraph (B)f)(ii) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it being understood that providing is legally eligible to do so. Notwithstanding any information currently required by any U.S. federal income tax withholding form other provision of this paragraph, a Withholding Agent shall not be considered prejudicial required to the position of a Purchaser). deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the preceding paragraphforegoing, each Purchaser organized receiving any payment under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as any Transaction Document shall, if it is legally eligible to which payments do so, deliver to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and each Withholding Agent (1in such number of copies as is reasonably requested by such Withholding Agent) on or prior to the date on which such Purchaser becomes a properly party hereto (or if not a party hereto, on or prior to the date on which it would, contingently or otherwise, become entitled to any payments hereunder), xxxx completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by copies of whichever of the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (1) with respect to payments of interest under this Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (C) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, both (1) IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, (y) a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (each, a “Certificate of ExemptionU.S. Tax Compliance Certificate”). Prior to becoming ; (E) in the case of a Purchaser receiving a payment under this Agreement and within fifteen (15) days after any Transaction Document, other than a reasonable written request U.S. Person, that is not the beneficial owner of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (including a partnership or to a reduced rate participating Purchaser), (1) an IRS Form W-8IMY on behalf of withholdingitself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and does not (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, partner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if such Purchaser is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each Withholding Agent to determine the information amount of Tax (if any) required by Applicable Law to be withheld. (iii) If a payment received by a Purchaser under any Transaction Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the preceding paragraph establishing its entitlement Code, as applicable), such Purchaser shall deliver to such exemption to Borrower and Agent within any Withholding Agent, at the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates or times prescribed by law and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation times reasonably requested by the such Withholding Agent, such documentation prescribed by applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced law (including as prescribed by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.Section

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Note Transaction Document shall deliver to Borrower and each Withholding Agent, at the time or times reasonably requested by Borrower or such Withholding Agent, such properly completed and executed documentation reasonably requested by Borrower or such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by Borrower or any Withholding Agent, shall deliver such other documentation prescribed by Applicable Law law or reasonably requested by Borrower or such Withholding Agent as will enable Borrower or such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this clauses (A) through (E) of paragraph (B)f)(ii) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it being understood that providing is legally eligible to do so. Notwithstanding any information currently required by any U.S. federal income tax withholding form other provision of this paragraph, a Withholding Agent shall not be considered prejudicial required to the position of a Purchaser). deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the preceding paragraphforegoing, each Purchaser organized receiving any payment under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as any Transaction Document shall, if it is legally eligible to which payments do so, deliver to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and each Withholding Agent (1in such number of copies as is reasonably requested by such Withholding Agent) on or prior to the date on which such Purchaser becomes a properly party hereto (or if not a party hereto, on or prior to the date on which it would, contingently or otherwise, become entitled to any payments hereunder), xxxx completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by copies of whichever of the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (1) with respect to payments of interest under this Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (C) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, both (1) IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, (y) a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (each, a “Certificate of ExemptionU.S. Tax Compliance Certificate”). Prior to becoming ; (E) in the case of a Purchaser receiving a payment under this Agreement and within fifteen (15) days after any Transaction Document, other than a reasonable written request U.S. Person, that is not the beneficial owner of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (including a partnership or to a reduced rate participating Purchaser), (1) an IRS Form W-8IMY on behalf of withholdingitself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and does not (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, partner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if such Purchaser is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each Withholding Agent to determine the information amount of Tax (if any) required by Applicable Law to be withheld. (iii) If a payment received by a Purchaser under any Transaction Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the preceding paragraph establishing its entitlement Code, as applicable), such Purchaser shall deliver to such exemption to Borrower and Agent within any Withholding Agent, at the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates or times prescribed by law and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that or times reasonably requested by such Foreign Purchaser establishes its entitlement to Withholding Agent, such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of documentation prescribed by applicable law (including as prescribed by Section 7701(a)(301471(b)(3)(C)(i) of the IRC shall execute Code) and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and such Withholding Agent of as may be necessary for such Withholding Agent to comply with its inability obligations under FATCA, to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 determine that such Purchaser is has or has not legally able complied with such Purchaser’s obligations under FATCA and, as necessary, to deliverdetermine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f)(iii), “FATCA” shall include any and all amendments made to FATCA after the date of this Agreement and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with FATCA.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Sellers and the Agent, at the time or times reasonably requested by Borrower a Seller or the Agent, such properly completed and executed documentation prescribed by Applicable Law or reasonably requested by Borrower a Seller or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower a Seller or the Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower such Seller or the Agent as will enable Borrower such Seller or the Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph Section 10.7(f)(ii)(A), (B)ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing, each in the event that the Seller is a U.S. Person: (A) any Purchaser organized that is a U.S. Person shall deliver to the Sellers and the Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of a jurisdiction outside Seller or the Agent), executed originals of IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Sellers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of a Seller or the Agent), whichever of the following is applicable; (1) in the case of a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as with respect to which payments to be made of interest under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and any Transaction Document, executed originals of IRS Form W-8BEN, W- 8BEN-E or any successor form establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W- 8BEN, W-8BEN-E or any successor form establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of IRS Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, W-8ECI; (3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit XII-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower either Seller within the meaning of Section 881(c)(3)(B) of the IRC Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed originals of Exemption”). Prior IRS Form W-8BEN, W-8BEN-E or any successor form; or (4) to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to an exemption with respect to payments to be made to not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, W-8BEN-E or any successor form, a U.S. Tax Compliance Certificate substantially in the form of Exhibit XII-2 or Exhibit XII-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser at may provide a U.S. Tax Compliance Certificate substantially in the applicable statutory rates form of Exhibit XII-4 on behalf of each such direct and no Note Party shall be required to pay indirect partner; (C) any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement shall, to such exemption the extent it is legally entitled to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and do so, deliver to the relevant Borrower Sellers and Agent, the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower the Seller or the Agent), two properly completed executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Seller or the Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Transaction Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Seller and duly signed original copies the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Seller or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of Form W-9 the Code) and such additional documentation reasonably requested by the Seller or any successor form the Agent as may be necessary for the Seller and the Agent to comply with their obligations under FATCA and to determine that such Purchaser is entitled has complied with such Purchaser’s obligations under FATCA or to provide at determine the amount to deduct and withhold from such timepayment. Solely for purposes of this clause (D), establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it “FATCA” shall provide include any amendments made to FATCA after the appropriate withholding form date of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7Agreement. Each Purchaser shall, whenever a lapse in time agrees that if any form or change in circumstances renders such documentation expired, certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Sellers and the Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

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

Status of Purchasers. Any Foreign Purchaser that is entitled to an exemption from or reduction of withholding Tax tax under the law of the jurisdiction in which any Company is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments made under any Note Document hereunder, shall deliver to Borrower and Tech Data (with a copy to Purchasers’ Agent), at the time or times prescribed by applicable law or reasonably requested by Borrower Tech Data or Purchasers’ Agent, such properly completed and executed documentation reasonably requested prescribed by Borrower or Agent applicable law as will permit such payments payment to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower Tech Data or Purchasers’ Agent, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by Borrower Tech Data or Purchasers’ Agent as will enable Borrower Tech Data or Purchasers’ Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (B)) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). Without limiting the generality of the preceding paragraph, each Purchaser organized under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, andforegoing, in the case of a event that any Company is resident for tax purposes in the United States, any Foreign Purchaser claiming the benefits shall deliver to Tech Data and Purchasers’ Agent (in such number of the exemption for portfolio interest under Section 881(c) of the IRC, a certificate, in a form reasonably acceptable to Borrower and Agent, showing such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the IRC or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC (a “Certificate of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party copies as shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within requested by the meaning of Section 7701(a)(30recipient) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Foreign Purchaser becomes a Purchaser party under this Agreement, Agreement (and from time to time thereafter upon the request of Borrower Tech Data or Purchasers’ Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that but only if such Foreign Purchaser is legally entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless ), whichever of the following is applicable: (i) duly completed copies of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (ii) duly completed copies of IRS Form W-8ECI, or (iii) any other form prescribed by applicable withholding agent has received forms law as a basis for claiming exemption from or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to reduction in United States Federal withholding tax duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Tech Data and Purchasers’ Agent to determine the withholding or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts deduction required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to delivermade.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Seller and the Administrative Agent, at the time or times reasonably requested by Borrower the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable applicable Law or reasonably requested by Borrower the Seller or the Administrative Agent as will enable Borrower the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 4.03(f)(ii)(1), 4.03(f)(ii)(2), and 4.03(h)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing, each Purchaser organized under in the laws of event that the Seller is a jurisdiction outside the United States (a “Foreign Purchaser”) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent U.S. Person: (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC, a certificate, in a form reasonably acceptable to Borrower and Agent, showing such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the IRC or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC (a “Certificate of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC Person shall execute and deliver to the relevant Borrower Seller and Agent, the Administrative Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower the Seller or the Administrative Agent), two properly completed and duly signed original copies executed originals of IRS Form W-9 or any successor form certifying that such Purchaser is entitled to provide at such time, establishing an exemption exempt from United States U.S. federal backup withholding requirementstax; provided, however, that and (2) if a payment made to a Purchaser is a disregarded entity for under any Transaction Document would be subject to U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Seller and the Administrative Agent at the time or 127256974\V-8 times prescribed by Law and at such time or times reasonably requested by the Seller or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller or the Administrative Agent as may be necessary for the Seller and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with such Purchaser’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.7clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Purchaser shall, whenever a lapse in time agrees that if any form or change in circumstances renders such documentation expired, certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Seller and the Administrative Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Notes Document shall deliver to Borrower the Issuer Representative and the Administrative Agent, at the time or times reasonably requested by Borrower the Issuer Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Issuer Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Issuer Representative or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by Borrower the Issuer Representative or the Administrative Agent as will enable Borrower the Issuer Representative or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph Section 2.16(f)(ii)(A), (B)ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser or its Affiliates. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing, each in the event that any Issuer is a U.S. Person, (A) any Purchaser organized under that is a U.S. Person shall deliver to the laws of Issuer Representative and the Administrative Agent on or prior to the date on which such Purchaser becomes a jurisdiction outside the United States (a “Foreign Purchaser”) as to which payments to be made Purchaser under this Agreement are (and from time to time thereafter upon the reasonable request of the Issuer Representative or the Administrative Agent), an executed IRS Form W-9 certifying that such Purchaser is exempt from United States U.S. federal backup withholding tax tax; (B) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer Representative and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or are subject prior to United States withholding tax at the date on which such Foreign Purchaser becomes a reduced rate Purchaser under an applicable statute this Agreement (and from time to time thereafter upon the reasonable request of the Issuer Representative or tax treaty shall provide to Borrower and Agent the Administrative Agent), whichever of the following is applicable: (1) in the case of a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by Foreign Purchaser claiming the IRS or reasonably requested by Agent or Borrower, certifying as benefits of an income tax treaty to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding which the U.S. is a party (x) with respect to payments of interest under any Notes Document, an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Notes Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) in the case of a Foreign Purchaser under this Agreementclaiming that its extension of credit will generate U.S. effectively connected income, and, an executed IRS Form W-8ECI; (3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower an Issuer within the meaning of Section 881(c)(3)(B) of the IRC Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate of ExemptionU.S. Tax Compliance Certificate”). Prior ) and (y) an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or (4) to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to not the Beneficial Owner, an exemption with respect to payments to be made to executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each Beneficial Owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates may provide a U.S. Tax Compliance Certificate on behalf of each such direct and no Note Party shall be required to pay indirect partner; (C) any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement shall, to such exemption the extent it is legally entitled to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and do so, deliver to the relevant Borrower Issuer Representative and Agent, the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower the Issuer Representative or the Administrative Agent), two properly completed executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Issuer Representative or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Notes Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Issuer Representative and duly signed original copies the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer Representative or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of Form W-9 the Code) and such additional documentation reasonably requested by the Issuer Representative or any successor form the Administrative Agent as may be necessary for the Issuer Representative and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser is entitled has complied with such Purchaser’s obligations under FATCA or to provide at determine the amount to deduct and withhold from such timepayment. Solely for purposes of this clause (D), establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it “FATCA” shall provide include any amendments made to FATCA after the appropriate withholding form date of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7Agreement. Each Purchaser shall, whenever a lapse in time agrees that if any form or change in circumstances renders such documentation expired, certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Issuer Representative and the Administrative Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Note Transaction Document shall deliver to Borrower and each Withholding Agent, at the time or times reasonably requested by Borrower or such Withholding Agent, such properly completed and executed documentation reasonably requested by Borrower or such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by Borrower or any Withholding Agent, shall deliver such other documentation prescribed by Applicable Law law or reasonably requested by Borrower or such Withholding Agent as will enable Borrower or such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this clauses (A) through (E) of paragraph (B)f)(ii) below) shall not be required if in the such Purchaser’s reasonable 742583266 14453710 judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it being understood that providing is legally eligible to do so. Notwithstanding any information currently required by any U.S. federal income tax withholding form other provision of this paragraph, a Withholding Agent shall not be considered prejudicial required to the position of a Purchaser). deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the preceding paragraphforegoing, each Purchaser organized receiving any payment under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as any Transaction Document shall, if it is legally eligible to which payments do so, deliver to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and each Withholding Agent (1in such number of copies as is reasonably requested by such Withholding Agent) on or prior to the date on which such Purchaser becomes a properly party hereto (or if not a party hereto, on or prior to the date on which it would, contingently or otherwise, become entitled to any payments hereunder), xxxx completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by copies of whichever of the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (1) with respect to payments of interest under this Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (C) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, both (1) IRS Form W‑8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, (y) a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (each, a “Certificate of ExemptionU.S. Tax Compliance Certificate”). Prior to becoming ; (E) in the case of a Purchaser receiving a payment under this Agreement and within fifteen (15) days after any Transaction Document, other than a reasonable written request U.S. Person, that is not the beneficial owner of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (including a partnership or to 742583266 14453710 a reduced rate participating Purchaser), (1) an IRS Form W-8IMY on behalf of withholdingitself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and does not (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, partner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if such Purchaser is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each Withholding Agent to determine the information amount of Tax (if any) required by Applicable Law to be withheld. (iii) If a payment received by a Purchaser under any Transaction Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the preceding paragraph establishing its entitlement Code, as applicable), such Purchaser shall deliver to such exemption to Borrower and Agent within any Withholding Agent, at the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates or times prescribed by law and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that or times reasonably requested by such Foreign Purchaser establishes its entitlement to Withholding Agent, such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of documentation prescribed by applicable law (including as prescribed by Section 7701(a)(301471(b)(3)(C)(i) of the IRC shall execute Code) and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and such Withholding Agent of as may be necessary for such Withholding Agent to comply with its inability obligations under FATCA, to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 determine that such Purchaser is has or has not legally able complied with such Purchaser’s obligations under FATCA and, as necessary, to deliverdetermine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f)(iii), “FATCA” shall include any and all amendments made to FATCA after the date of this Agreement and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with FATCA.

Status of Purchasers. Any Purchaser (other than the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Related Document shall deliver to Borrower the Administrative Agent and Agentthe Administrative Agent shall deliver to the Authority, at the time or times reasonably requested by Borrower the Authority or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Authority or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Authority or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by Borrower the Authority or the Administrative Agent as will enable Borrower the Authority or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph Section 2.16(f)(ii)(A), (B)ii)(B) and (ii)(D) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). Without limiting the generality of the preceding paragraph, each Purchaser organized under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC, a certificate, in a form reasonably acceptable to Borrower and Agent, showing such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the IRC or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC (a “Certificate of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, agrees that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, any form or certification it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time previously delivered expires or change in circumstances renders such documentation expired, becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Authority and Agent the Administrative Administrative Agent, who shall in turn notify the Authority, in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for If a Purchaser are not subject fails to withholding tax or are subject to provide such tax at a rate reduced by an applicable tax treatycertification, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from then such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required reimburse the Authority for any costs, fines or expenses incurred by the Authority as a result of its failure to deliver withhold any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliverTax.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder or under any Note Document shall deliver to the Borrower and Agent, at the time or times reasonably requested by the Borrower or Agent, such properly completed and executed documentation as reasonably requested by the Borrower or Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower or Agentthe Borrower, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or Agent as will enable the Borrower or Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation . (other than such documentation set forth below in this paragraph (B)ii) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). Without limiting the generality of the preceding paragraphSection 3.5(e)(i), each Purchaser organized under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC, a certificate, in a form reasonably acceptable to Borrower and Agent, showing such Foreign Purchaser that is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the IRC or a “controlled foreign corporation” described United States person (as such term is defined in Section 881(c)(3)(C) of the IRC (a “Certificate of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC Code) for U.S. federal income tax purposes shall execute and deliver promptly to the relevant Borrower and AgentBorrower, on or prior to the Closing Date (in the case of each Purchaser listed on the signature pages hereof on the Closing Date or, if later, on or prior to the date on which such Purchaser becomes a Purchaser under party to this Agreement), and from time to time thereafter upon at such other times as the request Borrower reasonably requests, (i) two original copies of Borrower or AgentIRS Form W-8BEN, two W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly signed original copies of Form W-9 executed by such Purchaser, and such other documentation prescribed by the Code or any successor form reasonably requested by the Borrower to establish, if applicable, that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal tax with respect to any payments to such Purchaser of principal, interest, fees or other amounts payable under any of the Note Documents, or (ii) if such Purchaser is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate Regarding Non-Bank Status that is substantially in the form of Exhibit B together with two original copies of IRS Form W-8BEN or W-8BEN-E or W-8IMY (or any successor form), properly completed and duly executed by such Purchaser, and such other documentation prescribed by the Code or reasonably requested by the Borrower to establish, if applicable, that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal tax with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Without limiting the generality of Section 3.5(e)(i), each Purchaser that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes (a “U.S. Purchaser”) shall deliver to the Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) and at such other times as the Borrower reasonably requests two original copies of IRS Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; providedtax, however, or otherwise prove that if a it is entitled to such an exemption. Each Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in deliver any forms, certificates or other evidence with respect of Taxes to any Purchaser United States federal tax withholding matters pursuant to this Section 2.7 3.5(e) hereby agrees, from time to time after the extent that the obligation to pay initial delivery by such additional amounts would not have arisen but for the failure Purchaser of such Purchaser to comply with this Section 2.7. Each Purchaser shallforms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such documentation expiredforms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser shall promptly deliver to the Borrower two new original copies of IRS Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), or a Certificate Regarding Non-Bank Status and two original copies of IRS Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such Purchaser, and such other documentation prescribed by the Code or reasonably requested by the Borrower, if applicable, to confirm or establish that such Purchaser is not subject to deduction or withholding of United States federal tax with respect to payments to such Purchaser under the Note Documents, or promptly notify the Borrower of its legal inability to Borrower and Agent updated deliver any such forms, certificates or other appropriate documentation evidence. (iii) If a payment made to a Purchaser under any Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including any new those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower as may be necessary for the Borrower to comply with its obligations under FATCA and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 determine that such Purchaser is not legally able has complied with such Purchaser’s obligations under FATCA or to deliverdetermine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date hereof.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Note Transaction Document shall deliver to Borrower and each Withholding Agent, at the time or times reasonably requested by Borrower or such Withholding Agent, such properly completed and executed documentation reasonably requested by Borrower or such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any PurchaserPurchaser receiving any payment under any Transaction Document, if reasonably requested by Borrower or any Withholding Agent, shall deliver such other documentation prescribed by Applicable Law law or reasonably requested by Borrower or such Withholding Agent as will enable Borrower or such Withholding Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this clauses (A) through (E) of paragraph (B)f)(ii) below) shall not be required if in the such Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of any Withholding Agent, an Purchaser shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it being understood that providing is legally eligible to do so. Notwithstanding any information currently required by any U.S. federal income tax withholding form other provision of this paragraph, a Withholding Agent shall not be considered prejudicial required to the position of a Purchaser). deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the preceding paragraphforegoing, each Purchaser organized receiving any payment under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”) as any Transaction Document shall, if it is legally eligible to which payments do so, deliver to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and each Withholding Agent (1in such number of copies as is reasonably requested by such Withholding Agent) on or prior to the date on which such Purchaser becomes a properly party hereto (or if not a party hereto, on or prior to the date on which it would, contingently or otherwise, become entitled to any payments hereunder), xxxx completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by copies of whichever of the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, following is applicable: (A) in the case of a Foreign Purchaser receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party (1) with respect to payments of interest under this Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (C) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Purchaser’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of a Purchaser receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, both (1) IRS Form W?8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, (y) a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (each, a “Certificate of ExemptionU.S. Tax Compliance Certificate”). Prior to becoming ; (E) in the case of a Purchaser receiving a payment under this Agreement and within fifteen (15) days after any Transaction Document, other than a reasonable written request U.S. Person, that is not the beneficial owner of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (including a partnership or to a reduced rate participating Purchaser), (1) an IRS Form W-8IMY on behalf of withholdingitself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and does not (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, partner of such partnership or participant if such beneficial owner, partner or participant were a Purchaser; provided that if such Purchaser is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Purchaser may provide a U.S. Tax Compliance Certificate on behalf of such partners; or (F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax, together with such supplementary documentation as shall be necessary to enable each Withholding Agent to determine the information amount of Tax (if any) required by Applicable Law to be withheld. (iii) If a payment received by a Purchaser under any Transaction Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the preceding paragraph establishing its entitlement Code, as applicable), such Purchaser shall deliver to such exemption to Borrower and Agent within any Withholding Agent, at the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates or times prescribed by law and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that or times reasonably requested by such Foreign Purchaser establishes its entitlement to Withholding Agent, such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of documentation prescribed by applicable law (including as prescribed by Section 7701(a)(301471(b)(3)(C)(i) of the IRC shall execute Code) and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and such Withholding Agent of as may be necessary for such Withholding Agent to comply with its inability obligations under FATCA, to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 determine that such Purchaser is has or has not legally able complied with such Purchaser’s obligations under FATCA and, as necessary, to deliverdetermine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f)(iii), “FATCA” shall include any and all amendments made to FATCA after the date of this Agreement and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with FATCA.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Sellers and the Agent, at the time or times reasonably requested by Borrower a Seller or the Agent, such properly completed and executed documentation prescribed by Applicable Law or reasonably requested by Borrower a Seller or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower a Seller or the Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower such Seller or the Agent as will enable Borrower such Seller or the Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph Section 10.7(f)(ii)(A), (B)ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing, each in the event that the Seller is a U.S. Person: (A) any Purchaser organized that is a U.S. Person shall deliver to the Sellers and the Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of a jurisdiction outside Seller or the Agent), executed originals of IRS Form W-9 certifying that such Purchaser is exempt from U.S. Federal backup withholding tax; (B) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Sellers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of a Seller or the Agent), whichever of the following is applicable; (1) in the case of a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as with respect to which payments to be made of interest under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and any Transaction Document, executed originals of IRS Form W-8BEN, W-8BEN-E or Form W-8ECI any successor form establishing an exemption from, or other applicable formreduction of, certificate or document prescribed by U.S. Federal withholding Tax pursuant to the IRS or reasonably requested by Agent or Borrower, certifying as to “interest” article of such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN, W-8BEN-E or any successor form establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to be made to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit XII-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower either Seller within the meaning of Section 881(c)(3)(B) of the IRC Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed originals of Exemption”). Prior IRS Form W-8BEN, W-8BEN-E or any successor form; or (4) to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to an exemption with respect to payments to be made to not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, W-8BEN-E or any successor form, a U.S. Tax Compliance Certificate substantially in the form of Exhibit XII-2 or Exhibit XII-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser at may provide a U.S. Tax Compliance Certificate substantially in the applicable statutory rates form of Exhibit XII-4 on behalf of each such direct and no Note Party shall be required to pay indirect partner; (C) any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement shall, to such exemption the extent it is legally entitled to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and do so, deliver to the relevant Borrower Sellers and Agent, the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower the Seller or the Agent), two properly completed executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Seller or the Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any Transaction Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Seller and duly signed original copies the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Seller or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of Form W-9 the Code) and such additional documentation reasonably requested by the Seller or any successor form the Agent as may be necessary for the Seller and the Agent to comply with their obligations under FATCA and to determine that such Purchaser is entitled has complied with such Purchaser’s obligations under FATCA or to provide at determine the amount to deduct and withhold from such timepayment. Solely for purposes of this clause (D), establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it “FATCA” shall provide include any amendments made to FATCA after the appropriate withholding form date of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7Agreement. Each Purchaser shall, whenever a lapse in time agrees that if any form or change in circumstances renders such documentation expired, certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Sellers and the Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Document shall deliver to Borrower Issuer and the Agent, at the time or times reasonably requested by Borrower Issuer or the Agent (or, with respect to U.K. Withholding Taxes, deliver to Issuer and the Agent or submit to the appropriate Governmental Authority within twenty (20) days after a written request by the Issuer or the Agent), such properly completed and executed documentation reasonably requested by Borrower Issuer or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholdingwithholding (to the extent legally possible). In addition, any Purchaser, if reasonably requested by Borrower the Issuer or the Agent, shall deliver such other documentation prescribed by Applicable Law law or reasonably requested by Borrower the Issuer or the Agent as will enable Borrower the Issuer or the Agent to determine whether or not such Purchaser is subject to any withholding (including backup withholding withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such the documentation set forth below described in this paragraph (B)Section 2.08(g)(iii) below) shall not be required if in the Purchaser’s Purchasers’ reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser. Upon the reasonable request of the Issuer or the Agent, any Purchaser (it being understood that providing shall update any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial or certification previously delivered pursuant to the position of a Purchaserthis Section 2.08(g). Without limiting the generality of the preceding paragraph, each Purchaser organized under the laws of a jurisdiction outside the United States (a “Foreign Purchaser”If any form or certification previously delivered pursuant to this Section 2.08(g) as to which payments to be made under this Agreement are exempt from United States withholding tax expires or are subject to United States withholding tax at a reduced rate under an applicable statute becomes obsolete or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding inaccurate in any respect with respect to payments a Purchaser, such Purchaser shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Issuer and the Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (ii) Notwithstanding anything to the contrary herein, a Purchaser shall be deemed to have satisfied the requirements of Section 2.08(g) if no U.K. Withholding Tax is required to be withheld or deducted under a payment made under a Note Document due to such Foreign Purchaser under this Agreement, and, in the case of a Foreign Purchaser claiming the benefits application of the quoted Eurobond exemption for portfolio interest under in Section 881(c) 882 Income Tax 2007. For the avoidance of doubt and notwithstanding anything to the contrary herein, none of the IRC, a certificate, in a form reasonably acceptable Purchasers as at the date of this Agreement shall be required to Borrower and Agent, showing such Foreign Purchaser comply with Section 2.08(g) for the purposes of U.K. Withholding Tax prior to the application of the aforementioned quoted Eurobond exemption so far as the Issuer is not a “bank” applying to list the Notes on the BSX (or another recognised stock exchange within the meaning of Section 881(c)(3)(A1005 Income Tax Act 2007). (iii) If a payment made to a Purchaser under any Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRCCode, a “10 percent shareholder” of as applicable), such Purchaser shall deliver to Issuer and Agent at the Borrower within the meaning of time or times prescribed by law and at such time or times reasonably requested by Issuer or Agent such documentation prescribed by applicable law (including as prescribed by Section 881(c)(3)(B1471(b)(3)(C)(i) of the IRC or a “controlled foreign corporation” described in Section 881(c)(3)(CCode) of the IRC (a “Certificate of Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower such additional documentation reasonably requested by Issuer or Agent from time as may be necessary for Issuer and Agent to time thereafter, each Foreign comply with their obligations under FATCA and to determine that such Purchaser that becomes a Purchaser has complied with such Purchaser’s obligations under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (FATCA or to a reduced rate of withholding) determine the amount to deduct and does not provide the information in the preceding paragraph establishing its entitlement to withhold from such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agentpayment. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided, however, agrees that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding becomes aware that any form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, certification it previously delivered has expired or become obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower Issuer and Agent in writing of its legal inability to do so. Unless . (iv) To the applicable withholding agent has received forms extent that interest payable by the Issuer (or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not intra-group loans) becomes subject to withholding tax or are Swiss Withholding Tax, each relevant Purchaser and the Issuer shall reasonably co-operate in completing any procedural formalities (including submitting forms and documents required by the appropriate Governmental Authority) to the extent possible and necessary for the Issuer to obtain authorization (i) to make interest payments without them being subject to such tax the Swiss Withholding Tax or (ii) to being subject to Swiss Withholding Tax at a rate reduced by an under any applicable tax double taxation treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Issuers and the Agent, at the time or times reasonably requested by Borrower the Issuers or the Agent, such properly completed and executed documentation reasonably requested by Borrower the Issuers or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Issuers or the Agent, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by Borrower the Issuers or the Agent as will enable Borrower the Issuers or the Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph Section 15.01(a)(ii)(A), (B)ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing, in the event that each Issuer is a U.S. Issuer, (A) any Purchaser organized that is a U.S. Person shall deliver to the Issuers and the Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of the Issuers or the Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (B) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuers or the Agent), whichever of the following is applicable: (1) in the case of a jurisdiction outside Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit L-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower an Issuer within the meaning of Section 881(c)(3)(B) of the IRC Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed copies of Exemption”IRS Form W-8BEN or W-8BEN-E (as applicable). Prior ; or (4) to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to an exemption with respect to payments to be made to not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser at may provide a U.S. Tax Compliance Certificate substantially in the applicable statutory rates form of Exhibit L-4 on behalf of each such direct and no Note Party shall be required to pay indirect partner; (C) any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement shall, to such exemption the extent it is legally entitled to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and do so, deliver to the relevant Borrower Issuers and Agent, the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower the Issuers or the Agent), two properly completed and duly signed original executed copies of Form W-9 any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Issuers or the Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any successor form Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Issuers and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuers or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuers or the Agent as may be necessary for the Issuers and the Agent to comply with their obligations under FATCA and to determine that such Purchaser is entitled has complied with such Purchaser’s obligations under FATCA or to provide at determine the amount to deduct and withhold from such timepayment. Solely for purposes of this clause (D), establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it “FATCA” shall provide include any amendments made to FATCA after the appropriate withholding form date of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7Agreement. Each Purchaser shall, whenever a lapse in time agrees that if any form or change in circumstances renders such documentation expired, certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Issuers and the Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Document shall deliver to Borrower Issuer and Administrative Agent, at the time or times reasonably requested by Borrower Issuer or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower Issuer or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower Issuer or Administrative Agent, shall deliver such other documentation prescribed by Applicable applicable Law or reasonably requested by Borrower Issuer or Administrative Agent as will enable Borrower Issuer or Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 2.20(g)(ii)(A), 2.20(g)(ii)(B) and 2.20(g)(ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing, each in the event that the Issuer is a U.S. Person, (A) any Purchaser organized that is a U.S. Person shall deliver to Issuer and Administrative Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement or otherwise holds Obligations evidenced by a Note or any other Note Document (and from time to time thereafter upon the laws reasonable request of Issuer or Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (B) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to Issuer and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement and/or by its acceptance and holding of a jurisdiction outside Note (and from time to time thereafter upon the reasonable request of Issuer or Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Note Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Note Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCInternal Revenue Code, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit G-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCInternal Revenue Code, a “10 percent shareholder” of the Borrower Issuer within the meaning of Section 881(c)(3)(B) of the IRC Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Internal Revenue Code (a “Certificate U.S. Tax Compliance Certificate”) and the interest payments in question are not effectively connected with a U.S. trade or business conducted by such Purchaser and (y) executed copies of Exemption”). Prior IRS Form W-8BEN or IRS Form W-8BEN-E; or (4) to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to an exemption with respect to payments to be made to not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser at may provide a U.S. Tax Compliance Certificate substantially in the applicable statutory rates form of Exhibit G-4 on behalf of each such direct and no Note Party indirect partner; (C) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to Issuer and Administrative Agent (in such number of copies as shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within requested by the meaning of Section 7701(a)(30recipient) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement and/or by its acceptance and holding of a Note (and from time to time thereafter upon the reasonable request of Borrower Issuer or Administrative Agent), two properly completed and duly signed original executed copies of Form W-9 any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit Issuer or Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any successor form Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Purchaser shall deliver to Issuer and Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by Issuer or Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Issuer or Administrative Agent as may be necessary for Issuer and Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser is entitled has complied with such Purchaser’s obligations under FATCA or to provide at determine the amount to deduct and withhold from such timepayment. Solely for purposes of this clause (D), establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it “FATCA” shall provide include any amendments made to FATCA after the appropriate withholding form date of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7Agreement. Each Purchaser shall, whenever a lapse in time agrees that if any form or change in circumstances renders such documentation expired, certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower Issuer and Administrative Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction 744072627 21691544 48 Document shall deliver to Borrower the Seller and the Administrative Agent, at the time or times reasonably requested by Borrower the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower the Seller or the Administrative Agent as will enable Borrower the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing: (A) a Purchaser that is a U.S. Person shall deliver to the Seller and the Administrative Agent on or prior to the date on which any payments are made under any Transaction Document and from time to time upon the reasonable request of the Seller or the Administrative Agent, each executed originals or copies of Internal Revenue Service Form W-9 certifying that such Purchaser organized is exempt from U.S. federal backup withholding Tax; (B) any Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the Purchaser) on or prior to the date on which any payments are made under any Transaction Document and from time to time upon the laws reasonable request of the Seller or the Administrative Agent, whichever of the following is applicable: (1) in the case of such a jurisdiction outside Purchaser claiming the benefits of an income tax treaty to which the United States is a party, (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Transaction Document, executed originals or copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; 744072627 21691544 49 (2) executed originals or copies of Internal Revenue Service Form W-8ECI; (3) in the case of such a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCInternal Revenue Code, (x) a certificate, in a form reasonably acceptable certificate to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCInternal Revenue Code, a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or (4) to the extent such Purchaser is not the beneficial owner, executed originals or copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Purchaser is a partnership and one or more direct or indirect partners of such Purchaser are claiming the portfolio interest exemption, such Purchaser may provide a U.S. Tax Compliance Certificate on behalf of Exemption”each such direct and indirect partner; and (C) any Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent , from time to time thereafterupon the reasonable request of the Seller or the Administrative Agent, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate executed originals or copies of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts other form prescribed by Applicable Law as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that such Purchaser is entitled to provide at such time, establishing an basis for claiming exemption from United States backup withholding requirements; provided, however, that if or a Purchaser is a disregarded entity for reduction in U.S. federal income tax purposeswithholding Tax, it shall provide the appropriate withholding form of its owner (duly completed, together with appropriate supporting documentation). The Borrower shall not such supplementary documentation as may be required prescribed by Applicable Law to pay additional amounts in respect of Taxes permit the Seller or the Administrative Agent to any Purchaser pursuant to this Section 2.7 to determine the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time withholding or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts deduction required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to delivermade.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower the Seller and the Administrative Agent, at the time or times reasonably requested by Borrower the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable applicable Law or reasonably requested by Borrower the Seller or the Administrative Agent as will enable Borrower the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 4.03(g)(ii)(1), 4.03(g)(ii)(2) and 4.03(g)(ii)(4)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). ii) Without limiting the generality of the preceding paragraphforegoing, each in the event that the Seller is a U.S. Person: (1) any Purchaser organized that is a U.S. Person shall deliver to the Seller and the Administrative Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of the Seller or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax; (2) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Administrative Agent), whichever of the following is applicable: (I) in the case of a jurisdiction outside Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (II) executed copies of IRS Form W-8ECI; (III) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit H-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, (B) a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed copies of Exemption”IRS Form W-8BEN-E (or W-8BEN if applicable). Prior ; or (IV) to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If the extent a Foreign Purchaser is entitled to an exemption with respect to payments to be made to not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN if applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide are claiming the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraphportfolio interest exemption, Note Parties shall withhold taxes from payments to such Foreign Purchaser at may provide a U.S. Tax Compliance Certificate substantially in the applicable statutory rates form of Exhibit H-4 on behalf of each such direct and no Note Party shall be required to pay indirect partner; (3) any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement shall, to such exemption the extent it is legally entitled to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and do so, deliver to the relevant Borrower Seller and Agent, the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement, Agreement (and from time to time thereafter upon the reasonable request of Borrower the Seller or the Administrative Agent), two properly completed and duly signed original executed copies of Form W-9 any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Seller or the Administrative Agent to determine the withholding or deduction required to be made; and (4) if a payment made to a Purchaser under any successor form Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Seller and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Seller or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller or the Administrative Agent as may be necessary for the Seller and the Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser is entitled has complied with such Purchaser’s obligations under FATCA or to provide at determine the amount to deduct and withhold from such timepayment. Solely for purposes of this clause (4), establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it “FATCA” shall provide include any amendments made to FATCA after the appropriate withholding form date of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7Agreement. Each Purchaser shall, whenever a lapse in time agrees that if any form or change in circumstances renders such documentation expired, certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Seller and the Administrative Agent in writing of its legal inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliver.

Status of Purchasers. Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower and Agentthe Sellers, at the time or times reasonably requested by Borrower or Agentthe Sellers, such properly completed and executed documentation reasonably requested by Borrower or Agent the Sellers as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower or Agentthe Sellers, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by Borrower or Agent the Sellers as will enable Borrower or Agent the Sellers to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph paragraphs (A), (B) and (D) of this Article 6(c)(v)) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). Without limiting the generality of the preceding paragraphforegoing: (A) any Purchaser that is a U.S. Person shall deliver to the Sellers on or about the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Sellers), each executed copies of IRS Form W-9 certifying that such Purchaser organized is exempt from U.S. federal backup withholding tax; (B) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Sellers (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the laws reasonable request of the Sellers), whichever of the following is applicable: (1) in the case of a jurisdiction outside Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCInternal Revenue Code, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit XIV-A to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCInternal Revenue Code, a “10 percent shareholder” of any of the Borrower Sellers within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the IRC Internal Revenue Code, or a “controlled foreign corporation” related to any of the Sellers as described in Section 881(c)(3)(C) of the IRC Internal Revenue Code (a “Certificate U.S. Tax Compliance Certificate”) and (y) executed copies of Exemption”). Prior IRS Form W-8BEN or IRS Form W‑8BEN-E; or (4) to becoming the extent a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafter, each Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W‑8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit XIV-B or Exhibit XIV-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit XIV-D on behalf of each such direct and indirect partner; (C) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Sellers (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Purchaser becomes a Purchaser under this Agreement shall provide a Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the reasonable request of Borrower or Agentthe Sellers), two properly completed and duly signed original executed copies of Form W-9 any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Sellers to determine the withholding or deduction required to be made; and (D) if a payment made to a Purchaser under any successor form Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Purchaser shall deliver to the Sellers at the time or times prescribed by law and at such time or times reasonably requested by the Sellers such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Sellers as may be necessary for the Sellers to comply with their obligations under FATCA and to determine that such Purchaser is entitled has complied with such Purchaser’s obligations under FATCA or to provide at determine the amount, if any, to deduct and withhold from such timepayment. Solely for purposes of this clause (D), establishing an exemption from United States backup withholding requirements; provided, however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it “FATCA” shall provide include any amendments made to FATCA after the appropriate withholding form date of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7Agreement. Each Purchaser shall, whenever a lapse in time agrees that if any form or change in circumstances renders such documentation expired, certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated it shall update such form or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) certification or promptly notify Borrower the Sellers and the Administrative Agent in writing of its legal inability to do so. Unless For purposes of this Article 6(c)(v), the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under term “Purchaser” shall include any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to deliverTransferee.

Status of Purchasers. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Transaction Document shall deliver to Borrower Seller and the Administrative Agent, at the time or times reasonably requested by Borrower Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower Seller or the Administrative Agent as will enable Borrower Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (BSections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if if, in the Purchaser’s reasonable judgment judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser Purchaser. (it being understood that providing any information currently required by any U.S. federal income tax withholding form shall not be considered prejudicial to the position of a Purchaser). i) Without limiting the generality of the preceding paragraphforegoing: (A) a Purchaser that is a U.S. Person shall deliver to Seller and the Administrative Agent on or prior to the date on which any payments are made under any Transaction Document or on or about the date on which such Purchaser becomes a Purchaser under this Agreement (whichever is earlier), each and from time to time upon the reasonable request of Seller or the Administrative Agent, executed originals or copies of Internal Revenue Service Form W-9 certifying that such Purchaser organized is exempt from U.S. federal backup withholding Tax; (B) any Purchaser that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to Seller and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which any payments are made under any Transaction Document or on or about the laws date on which such Purchaser becomes a Purchaser under this Agreement (whichever is earlier) and from time to time upon the reasonable request of Seller or the Administrative Agent, whichever of the following is applicable: (1) in the case of such a jurisdiction outside Purchaser claiming the benefits of an income tax treaty to which the United States is a party, (a “Foreign Purchaser”x) as to which payments to be made under this Agreement are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such exemption or reduced rate of withholding with respect to payments of interest under any Transaction Document, executed originals or copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to be made the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Foreign Purchaser under this Agreement, and, tax treaty; (2) executed originals or copies of Internal Revenue Service Form W-8ECI; (3) in the case of such a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRCCode, (x) a certificate, certificate substantially in a the form reasonably acceptable of Exhibit X-1 to Borrower and Agent, showing the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRCCode, a “10 percent shareholder” of the Borrower Seller within the meaning of Section 881(c)(3)(B) of the IRC Code, or a “controlled foreign corporation” related to the Seller as described in Section 881(c)(3)(C) of the IRC Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or (4) to the extent such Purchaser is not the beneficial owner, executed originals or copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exemption”). Prior to becoming Exhibit X-2 or Exhibit X-3, as applicable, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Purchaser is a partnership and one or more direct or indirect partners of such Purchaser under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Agent from time to time thereafterare claiming the portfolio interest exemption, each Foreign such Purchaser that becomes a Purchaser under this Agreement shall may provide a U.S. Tax Compliance Certificate of Exemption to Borrower and Agent. If a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or to a reduced rate of withholding) and does not provide the information substantially in the preceding paragraph establishing its entitlement to form of Exhibit X-4 on behalf of each such exemption to Borrower direct and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay indirect partner; and (C) any additional amounts as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes its entitlement to such exemption to Borrower and Agent. Each Purchaser that is not a “U.S. Person” within Person shall, to the meaning of Section 7701(a)(30) of the IRC shall execute and extent it is legally entitled to do so, deliver to Seller and the relevant Borrower and AgentAdministrative Agent (in such number of copies as shall be requested by the recipient), on or prior to about the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter upon the reasonable request of Borrower Seller or the Administrative Agent, two properly completed and duly signed original executed originals or copies of Form W-9 or any successor other form that such Purchaser is entitled to provide at such time, establishing an prescribed by Applicable Law as a basis for claiming exemption from United States backup withholding requirements; provided, however, that if or a Purchaser is a disregarded entity for reduction in U.S. federal income tax purposeswithholding Tax, it shall provide the appropriate withholding form of its owner (duly completed, together with appropriate supporting documentation). The Borrower shall not such supplementary documentation as may be required prescribed by Applicable Law to pay additional amounts in respect of Taxes permit Seller or the Administrative Agent to any Purchaser pursuant to this Section 2.7 to determine the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchaser to comply with this Section 2.7. Each Purchaser shall, whenever a lapse in time withholding or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent or other applicable withholding agent shall withhold amounts deduction required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser is not legally able to delivermade.