Common use of TAX COMPLIANCE CERTIFICATE Clause in Contracts

TAX COMPLIANCE CERTIFICATE. (For Foreign Person Participant Recipients That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit and Guaranty Agreement, dated as of April 2, 2019 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among XXXX MEDICAL, INC. and certain of its Subsidiaries, as Guarantors, the Lenders party thereto from time to time, and XXXXXXX SACHS INTERNATIONAL, as Administrative Agent and Collateral Agent for the Lenders. Pursuant to the provisions of Section 2.19(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank for purposes of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a 10% shareholder of Company within the meaning of Section 871(h)(3)(B) or Section 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Company within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its Foreign Person status on IRS Form W-8BEN, W-8BEN-E or any successor form thereto. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] WEIL:\96958663\10\71605.0155 EXHIBIT D-3 TO CREDIT AND GUARANTY AGREEMENT

TAX COMPLIANCE CERTIFICATE. (For Foreign Person Participant Recipients Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit and Guaranty that certain Receivables Financing Agreement, dated as of April 2May 17, 2019 2016 among Xxxxxxx Denver Finance II LLC (the “Borrower”), Xxxxxxx Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”; the ). Capitalized terms defined therein used herein and not otherwise defined herein being used herein as therein defined), by and among XXXX MEDICAL, INC. and certain of its Subsidiaries, as Guarantors, shall have the Lenders party thereto from time meanings assigned to time, and XXXXXXX SACHS INTERNATIONAL, as Administrative Agent and Collateral Agent for them in the LendersAgreement. Pursuant to the provisions of Section 2.19(c5.03(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank for purposes within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a 10% ten percent shareholder of Company the Borrower within the meaning of Section 871(h)(3)(B) or Section 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Company within the meaning of Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its Foreign non-U.S. Person status on IRS Form W-8BEN, W-8BEN or IRS Form W-8BEN-E or any successor form thereto. E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ ] WEIL:\96958663\10\71605.0155 EXHIBIT D-3 TO CREDIT AND GUARANTY AGREEMENTExhibit K-2

TAX COMPLIANCE CERTIFICATE. (For Foreign Person Participant Recipients Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Credit and Guaranty Agreement, dated as of April 2February 11, 2019 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein used herein and not otherwise defined herein being used herein as therein defined), by and among XXXX MEDICAL, INC. and certain of its Subsidiaries, as Guarantors, shall have the Lenders party thereto from time to time, and XXXXXXX SACHS INTERNATIONAL, as Administrative Agent and Collateral Agent for meanings set forth in the Lenders. Credit Agreement) DATE: [Date] Pursuant to the provisions of Section 2.19(c) 2.16 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank for purposes within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiic) it is not a 10% ten percent shareholder of Company the Borrower within the meaning of Section 871(h)(3)(B) or Section 881(c)(3)(B) of the Internal Revenue Code, and (ivd) it is not a controlled foreign corporation related to Company within the meaning of Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (e) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender with a certificate of its Foreign Person non-U.S. person status on IRS Internal Revenue Service Form W-8BEN, W-8BEN-E or any successor form thereto. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] Delivery of this Certificate by telecopy shall be effective as an original. , as a Lender By: Name: Title: Date: , 20[ ] WEIL:\96958663\10\71605.0155 EXHIBIT D-3 TO CREDIT AND GUARANTY AGREEMENT:

TAX COMPLIANCE CERTIFICATE. (For Foreign Person Participant Recipients Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit and Guaranty that certain Receivables Financing Agreement, dated as of April 2May 17, 2019 2016 among Xxxxxxx Denver Finance II LLC (the “Borrower”), Xxxxxxx Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”; the ). Capitalized terms defined therein used herein and not otherwise defined herein being used herein as therein defined), by and among XXXX MEDICAL, INC. and certain of its Subsidiaries, as Guarantors, shall have the Lenders party thereto from time meanings assigned to time, and XXXXXXX SACHS INTERNATIONAL, as Administrative Agent and Collateral Agent for them in the LendersAgreement. Pursuant to the provisions of Section 2.19(c5.03(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) in respect of which it is providing this certificate, (ii) it its direct or indirect partners/members are the sole beneficial owners of such Loan(s), (iii) with respect to the extension of credit pursuant to the Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is not a bank for purposes extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiiiv) it none of its direct or indirect partners/members is not a 10% ten percent shareholder of Company the Borrower within the meaning of Section 871(h)(3)(B) or Section 881(c)(3)(B) of the Internal Revenue Code, Code and (ivv) it none of its direct or indirect partners/members is not a controlled foreign corporation related to Company within the meaning of Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender the Administrative Agent and the Borrower with a certificate IRS Form W-8IMY accompanied by one of the following forms from each of its Foreign Person status on partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN, W-8BEN or IRS Form W-8BEN-E or any successor form thereto(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writingthe Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ ] WEIL:\96958663\10\71605.0155 EXHIBIT D-3 TO CREDIT AND GUARANTY AGREEMENTExhibit K-3 SCHEDULE I Commitments Schedule I-1 SCHEDULE II Lock-Boxes, Collection Accounts and Collection Account Banks Schedule II-1 SCHEDULE III Notice Addresses

TAX COMPLIANCE CERTIFICATE. (For Foreign Person Participant Recipients Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit and Guaranty Agreement, Agreement dated as of April 2July 17, 2019 2014 (as amended, restated, replacedamended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among XXXX MEDICALTA Holdings 1, INC. and certain of its SubsidiariesInc., a Delaware corporation (“Holdings”), [TA Midco 1, LLC, a Delaware limited liability company (to be renamed SkinnyPop Popcorn LLC immediately following the acquisition)]1 [SkinnyPop Popcorn LLC, a Delaware limited liability company (formerly known as GuarantorsTA Midco 1, LLC)]2 (the “Borrower”), the Lenders party thereto from time to timethereto, Jefferies Finance LLC, as an Issuing Bank and the Swingline Lender, and XXXXXXX SACHS INTERNATIONALJefferies Finance LLC, as Administrative Agent and Collateral Agent for the LendersAgent. Pursuant to the provisions of Section 2.19(c2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank for purposes within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a 10% ten percent shareholder of Company the Borrower within the meaning of Section 871(h)(3)(B) or Section 881(c)(3)(B) of the Internal Revenue Code, Code and (iv) it is not a controlled foreign corporation related to Company within the meaning of Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender the Administrative Agent and the Borrower with a certificate of its Foreign non-U.S. Person status on IRS Form W-8BEN, W-8BEN or W-8BEN-E or any successor form thereto. E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writingthe Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] WEIL:\96958663\10\71605.0155 EXHIBIT D-3 TO CREDIT AND GUARANTY AGREEMENT1 To be used if delivered prior to the Acquisition. 2 To be used if delivered after the Acquisition.

TAX COMPLIANCE CERTIFICATE. (For Foreign Person Participant Recipients Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, Agreement dated as of April 216, 2019 2021 (as the same may be amended, restated, replacedamended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined) among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), by and among XXXX MEDICALBLOOMIN’ BRANDS, INC. and certain of its Subsidiaries., a Delaware corporation (the “Company” and, together with OSI, the “Borrowers”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as GuarantorsAdministrative Agent, the Lenders party thereto Swing Line Lender and an L/C Issuer, and each lender from time to timetime party thereto (collectively, the “Lenders” and XXXXXXX SACHS INTERNATIONALindividually, as Administrative Agent and Collateral Agent for the Lendersa “Lender”). Pursuant to the provisions of Section 2.19(c3.01 and Section 10.07 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT J-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Second Amended and Restated Credit Agreement dated as of April 16, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), BLOOMIN’ BRANDS, INC., a Delaware corporation (the “Company” and, together with OSI, the “Borrowers”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). Pursuant to the provisions of Section 3.01 and Section 10.07 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank for purposes “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a 10% shareholder “10 percent shareholder” of Company any Borrower within the meaning of Section 871(h)(3)(B) or Section 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Company within the meaning of any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its Foreign non-U.S. Person status on IRS Form W-8BEN, W-8BEN or W-8BEN-E or any successor form thereto. E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] WEIL:\96958663\10\71605.0155 EXHIBIT D-3 TO CREDIT AND GUARANTY AGREEMENTJ-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Second Amended and Restated Credit Agreement dated as of April 16, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), BLOOMIN’ BRANDS, INC., a Delaware corporation (the “Company” and, together with OSI, the “Borrowers”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). Pursuant to the provisions of Section 3.01 and Section 10.07 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT J-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Second Amended and Restated Credit Agreement dated as of April 16, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), BLOOMIN’ BRANDS, INC., a Delaware corporation (the “Company” and, together with OSI, the “Borrowers”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). Pursuant to the provisions of Section 3.01 and Section 10.07 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ]

TAX COMPLIANCE CERTIFICATE. (For Foreign Person Participant Recipients Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit and Guaranty Agreement, that certain Term Loan Agreement dated as of April 2December 17, 2019 2015 (as amended, restated, replacedextended, supplemented or otherwise modified in writing from time to time, the “Credit Loan Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by among CSP Operating Partnership LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger), and among XXXX MEDICALGPT Property Trust LP, INC. and certain a Delaware limited partnership (the “Borrowers”), Xxxxxxxx Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of its Subsidiaries, as Guarantorsthe Merger), the Lenders party thereto from time to timetime party thereto and Capital One, and XXXXXXX SACHS INTERNATIONALNational Association, as Administrative Agent and Collateral Agent administrative agent for the LendersLenders (the “Administrative Agent”). Pursuant to the provisions of Section 2.19(c2.17(f)(ii)(B)(3) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank for purposes within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a 10% ten percent shareholder of Company [name of Borrower] within the meaning of Section 871(h)(3)(B) or Section 881(c)(3)(B) of the Internal Revenue Code, Code and (iv) it is not a controlled foreign corporation related to Company within the meaning [name of Borrower] as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender the Administrative Agent and the Borrowers with a certificate of its Foreign non-U.S. Person status on IRS Form W-8BEN, W-8BEN-E or any successor form thereto. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writingthe Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20201[ ] WEIL:\96958663\10\71605.0155 EXHIBIT D-3 TO CREDIT AND GUARANTY AGREEMENTC-2

TAX COMPLIANCE CERTIFICATE. (For Foreign Person Participant Recipients Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit and Guaranty that certain Receivables Financing Agreement, dated as of April 2May 17, 2019 2016 among Xxxxxxx Denver Finance II LLC (the “Borrower”), Xxxxxxx Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”; the ). Capitalized terms defined therein used herein and not otherwise defined herein being used herein as therein defined), by and among XXXX MEDICAL, INC. and certain of its Subsidiaries, as Guarantors, shall have the Lenders party thereto from time meanings assigned to time, and XXXXXXX SACHS INTERNATIONAL, as Administrative Agent and Collateral Agent for them in the LendersAgreement. Pursuant to the provisions of Section 2.19(c5.03(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) in respect of which it is providing this certificate, (ii) it its direct or indirect partners/members are the sole beneficial owners of such Loan(s), (iii) with respect to the extension of credit pursuant to the Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is not a bank for purposes extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiiiv) it none of its direct or indirect partners/members is not a 10% ten percent shareholder of Company the Borrower within the meaning of Section 871(h)(3)(B) or Section 881(c)(3)(B) of the Internal Revenue Code, Code and (ivv) it none of its direct or indirect partners/members is not a controlled foreign corporation related to Company within the meaning of Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender the Administrative Agent and the Borrower with a certificate IRS Form W-8IMY accompanied by one of the following forms from each of its Foreign Person status on partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN, W-8BEN or IRS Form W-8BEN-E or any successor form thereto(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writingthe Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ ] WEIL:\96958663\10\71605.0155 EXHIBIT D-3 TO CREDIT AND GUARANTY AGREEMENTSCHEDULE I Commitments Schedule I-1 SCHEDULE II Lock-Boxes, Collection Accounts and Collection Account Banks Schedule II-1 SCHEDULE III Notice Addresses