Common use of The Non-U Clause in Contracts

The Non-U. S. Participant is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. In the event that the Non-U.S. Participant is treated as a partnership for U.S. federal tax purposes, the undersigned hereby certifies that (i) it is the sole record owner of the participating interest; and (ii) its direct and indirect partners who are claiming the portfolio interest exemption are the sole beneficial owners of such participating interests. The representations set forth in Sections 3 and 4 above shall be deemed to have been made only with respect to each Person that is a direct or indirect partner or member of the Non-U.S. Participant who is claiming the portfolio interest exemption. The representation set forth in Section 2 above shall be deemed to have been made with respect to both the Non-U.S. Participant and each Person that is a direct or indirect partner or member of such Participant. If the undersigned is treated as a partnership for U.S. federal income tax purposes, it has furnished its participating Lender with a U.S. Internal Revenue Service From W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) a U.S. Internal Revenue Service Form W-8BEN or Form W-8BEN-E (as applicable); or (ii) a U.S. Internal Revenue Service Form W-8IMY accompanied by a U.S. Internal Revenue Service Form W-8BEN or W-BEN-E (as applicable) from each of such partners’/members’ beneficial owners that is claiming the portfolio interest exemption. If the undersigned is not treated as a partnership for U.S. federal income tax purposes, it has furnished its participating Lender with a U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform its participating Lender in writing, and (2) the undersigned shall have at all times furnished its participating 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.

The Non-U. S. Participant Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. In the event that the Non-U.S. Participant Lender is treated as a partnership for U.S. federal tax purposes, the undersigned hereby certifies that (i) it is the sole record owner of the participating interestLoans; and (ii) its direct and indirect partners who are claiming the portfolio interest exemption are the sole beneficial owners of such participating interestsLoans. The representations set forth in Sections 3 and 4 above shall be deemed to have been made only with respect to each Person that is a direct or indirect partner or member of the Non-U.S. Participant Lender who is claiming the portfolio interest exemption. The representation set forth in Section 2 above shall be deemed to have been made with respect to both the Non-U.S. Participant Lender and each Person that is a direct or indirect partner or member of such ParticipantLender. If the undersigned is treated as a partnership for U.S. federal income tax purposes, it has furnished its participating Lender the Agent and the Borrower with a U.S. Internal Revenue Service From W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) a U.S. Internal Revenue Service Form W-8BEN or Form W-8BEN-E (as applicable); or (ii) a U.S. Internal Revenue Service Form W-8IMY accompanied by a U.S. Internal Revenue Service Form W-8BEN or W-BEN-E (as applicable) from each of such partners’/members’ beneficial owners that is claiming the portfolio interest exemption. If the undersigned is not treated as a partnership for U.S. federal income tax purposes, it has furnished its participating Lender the Agent and the Borrower with a U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform its participating Lender Borrower and the Agent in writing, and (2) the undersigned shall have at all times furnished its participating Lender Borrower and the 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.

The Non-U. S. Participant Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) sole record and beneficial owner of the CodeLoan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate. In the event that 1 If the Non-U.S. Participant Lender is treated as an intermediary, a foreign partnership for U.S. federal tax purposesor other flow-through entity, the undersigned hereby certifies that (i) it following adjustments shall be made. A. The following representations shall be provided as applied to the direct or indirect partners, members or beneficial owners claiming the portfolio interest exemption: • the status in Clause II, and • the status in Clause III, B. The following representations shall be provided as applied to the Non-U.S. Lender as well as the direct or indirect partners, members or beneficial owners claiming the portfolio interest exemption: • the status in Clause I. C. The following representation shall be provided instead of the representation in Clause IV: The Non-U.S. Lender is the sole record owner of the participating interest; Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, and (ii) its direct and or indirect partners who are claiming the portfolio interest exemption partners/members are the sole beneficial owners of such participating interestsLoan(s) (as well as any Note(s) evidencing such Loan(s)). D. The representations set forth in Sections 3 and 4 above shall be deemed to have been made only with respect to each Person that is a direct or indirect partner or member of the Non-U.S. Participant who is claiming the portfolio interest exemption. The representation set forth in Section 2 above Lender shall be deemed to have been made with respect to both the Non-U.S. Participant and each Person that is a direct or indirect partner or member of such Participant. If the undersigned is treated as a partnership for U.S. federal income tax purposes, it has furnished its participating Lender with a U.S. Internal Revenue Service From W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) a U.S. Internal Revenue Service Form W-8BEN or Form W-8BEN-E (as applicable); or (ii) provide a U.S. Internal Revenue Service Form W-8IMY accompanied by a (with U.S. Internal Revenue Service Form W-8BEN or W-BENW-8BEN, W-8BEN-E (or W-9, as applicable) , from each of such partners’/members’ its partners/ members/beneficial owners that is claiming owners). E. Appropriate adjustments shall be made in the portfolio interest exemptioncase of tiered intermediaries or tiered partnerships/ flow-through entities. If the undersigned is not treated as a partnership for DB1/ 117707014.2 I-2 The Non-U.S. federal income tax purposes, it Lender has furnished its participating Lender the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicableE or any subsequent versions thereof or successors thereto. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform its participating Lender in writingthe Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished its participating Lender the Borrower and the Administrative Agent with a properly completed and currently effective executed certificate in either the calendar year in which each payment is to be made to the undersignedNon-U.S. Lender, or in either of the two calendar years preceding such payments.. [Signature Page Follows]